Are Aunt Millies Bakeries' techniques considered proprietary information?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
at any time make its own arrangements for terms and prices to its Outlets. Nothing herein shall require either party to pay slotting allowances or other similar fees or charges imposed by the Chains.
ARTICLE 6 CONFIDENTIALITY
§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.
ARTICLE 7 TRANSFER OF RIGHTS
- §7.1 CONDITIONS OF ASSIGNABILITY: The Distribution Rights are owned by the DISTRIBUTOR and may be sold or otherwise transferred in whole or in part by DISTRIBUTOR, provided that any such sale or transfer shall be subject to: (a) the prior written approval of AUNT MILLIE'S, which approval will not be unreasonably withheld; and (b) a right of first refusal on the part of AUNT MILLIE'S at the same terms and conditions offered to DISTRIBUTOR (the "Offer") by a bona fide purchaser or transferee (the "Offeror").
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 31)
What This Means (2025 FDD)
According to the 2025 Aunt Millies Bakeries FDD, the company considers certain information regarding its business operations as confidential and proprietary. As a distributor, you may gain access to information not available to the general public, which Aunt Millie's considers valuable trade secrets. This includes, but is not limited to, their software accounting system.
Aunt Millie's requires distributors to use this confidential information solely in accordance with the distribution agreement and prohibits disclosure to third parties without prior written consent. Distributors must protect this information from unauthorized use and disclosure. This obligation extends to the software accounting system, which distributors are granted a limited, non-transferable license to use. Distributors are prohibited from modifying, decompiling, disassembling, or reverse engineering the software.
However, the agreement also outlines exceptions where the distributor is not responsible for safeguarding information that is already in the public domain, was known to the distributor without restriction prior to disclosure by Aunt Millie's, was disclosed to them without restriction by a person with legal authority, was independently developed by the distributor, or is required to be disclosed by law. In the event of a breach of confidentiality, Aunt Millie's is entitled to injunctive relief without needing to demonstrate actual damages.