Are Aunt Millies Bakeries' non-public processes 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 Aunt Millies Bakeries' 2025 Franchise Disclosure Document, certain non-public information that a distributor may access is considered confidential and proprietary. Specifically, the FDD states that distributors may have access to information not available to the general public regarding Aunt Millie's business, which is termed "Confidential Information." Aunt Millie's considers this Confidential Information to be valuable trade secrets.
The agreement mandates that distributors use Aunt Millie's Confidential Information solely in accordance with the provisions outlined in the agreement. Distributors are prohibited from disclosing this information, either directly or indirectly, to any third party without obtaining prior written consent from Aunt Millie's. Furthermore, distributors must exercise due care in protecting the Confidential Information from unauthorized use and disclosure.
However, the distributor is not responsible for safeguarding information that meets certain conditions. This includes information already in the public domain through no fault of the distributor, information properly known to the distributor without restriction prior to disclosure by Aunt Millie's, information properly disclosed to the distributor without restriction by another person with legal authority, information independently developed by the distributor without reference to Aunt Millie's proprietary information, or information required to be disclosed pursuant to a judicial or legislative order or proceeding. In the event of an actual or threatened breach of these confidentiality provisions, Aunt Millie's is entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.