Are Aunt Millies Bakeries' layouts considered proprietary information?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
§6.1 CONFIDENTIAL INFORMATION. As a result of this Agreement, DISTRIBUTOR may have access to or obtain certain information not available to the general public regarding AUNT MILLIE'S business ("Confidential Information"). DISTRIBUTOR acknowledges that the Confidential Information constitutes valuable trade secrets to AUNT MILLIE'S and DISTRIBUTOR agrees that it shall use AUNT MILLIE'S Confidential Information solely in accordance with the provisions of this Agreement and it will not disclose, or permit the disclosure of same, directly or indirectly, to any third party without AUNT MILLIE'S prior written consent. DISTRIBUTOR agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. However, DISTRIBUTOR has no responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by AUNT MILLIE'S, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by DISTRIBUTOR without use or reference to AUNT MILLIE'S proprietary information or (v) is required to be disclosed pursuant to a
judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, DISTRIBUTOR provides to AUNT MILLIE'S prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.
§6.2 INJUNCTIVE RELIEF. In the event of actual or threatened breach of the provisions of this Article 6, AUNT MILLIE'S will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 31)
What This Means (2025 FDD)
According to the 2025 FDD, Aunt Millie's Bakeries considers certain information regarding its business operations as confidential. As a distributor, you may gain access to information not available to the general public, which Aunt Millie's Bakeries considers valuable trade secrets. This confidential information must be used only as permitted in the Distribution Agreement and cannot be disclosed to third parties without prior written consent from Aunt Millie's Bakeries. Distributors are expected to protect this information from unauthorized use and disclosure.
However, the agreement also specifies exceptions to this confidentiality. Distributors are not responsible for safeguarding information that is already publicly available, was known to them without restriction prior to disclosure by Aunt Millie's Bakeries, was disclosed to them without restriction by a person with legal authority, was independently developed by the distributor without using Aunt Millie's Bakeries' proprietary information, or is required to be disclosed by a judicial or legislative order. In the event of a required disclosure, the distributor must provide Aunt Millie's Bakeries with prior notice, if practical, to allow them to respond or object to the disclosure.
To protect its confidential information, Aunt Millie's Bakeries has the right to seek injunctive and other equitable relief in the event of an actual or threatened breach of the confidentiality provisions. This means that Aunt Millie's Bakeries can take immediate legal action to prevent the disclosure or misuse of its confidential information, without needing to demonstrate actual damages or post a bond. While the FDD specifies that the software accounting system is considered proprietary, it does not specifically state whether the layouts of Aunt Millie's Bakeries are considered proprietary information. A prospective franchisee should seek clarification from the franchisor on this matter.