Can Confidants disclose the Bananas Smoothies Frozen Yogurt System to employees or agents?
Bananas_Smoothies_Frozen_Yogurt Franchise · 2025 FDDAnswer from 2025 FDD Document
presently enjoyed by Franchisor, each of which Confidants acknowledge is a trade secret of, and proprietary to, Franchisor and/or its affiliate. Confidants accordingly agree that they shall not, at any time during the term of this Agreement or after termination, expiration or non-renewal of this Agreement, without Franchisor's prior written consent, disclose (except to such employees or agents as must have access to such information in order to construct or operate the restaurant) or use, or permit the use of, the System or any part thereof, except as may be required by applicable law or as authorized by this Agreement.
- Confidents shall, at all times, treat as confidential the Confidential Operations & Training Manual and other manuals or materials designated for use within the System, and such other information as Franchisor may designate, from time to time, for confidential use in conjunction with the System, as well as all other trade secrets, confidential information, knowledge and know-how concerning the construction or operation of the Restaurant that may be imparted to, or acquired by Confidants from time to time in connection with this Agreement, and shall use diligent efforts to keep such information confidential. The Confidential Operations & Training Manual, and any other manuals or materials designated for use with the System, and all confidential information and trade secrets shall, at all times, be deemed to be, and shall remain the sole property of Franchisor and/or its affiliate, and Franchisee shall acquire no right, title or interest therein by virtue of authorization pursuant to this Agreement, to possess and use the same. Confidants acknowledge that the unauthorized use or disclosure of such confidential information and trade secrets will cause incalculable and irreparable injury to Franchisor and its affiliate. Confidants accordingly agree that they shall not, at any time, whether during the term of this Agreement or after termination, expiration or non-renewal hereof, without Franchisor's prior written consent disclose, except to such employees or agents as must have access to such information in order to construct or operate the Restaurant, or use or permit the use, except as may be required by applicable law or authorized by this Agreement, of such information, in whole or in part, or otherwise make the same available to any unauthorized person or source.
Source: Item 23 — RECEIPT (FDD pages 58–231)
What This Means (2025 FDD)
According to the 2025 Bananas Smoothies Frozen Yogurt FDD, Confidants (franchisees) are permitted to disclose the Bananas Smoothies Frozen Yogurt System to their employees or agents only if those individuals require access to the information to construct or operate the restaurant. This disclosure is allowed without prior written consent from Bananas Smoothies Frozen Yogurt.
However, franchisees must ensure that all individuals actively involved in managing the restaurant sign a Confidentiality and Non-Competition Agreement. This agreement aims to prevent these individuals from using the Bananas Smoothies Frozen Yogurt System or Marks in connection with any other restaurant (other than the franchised one) or operating a restaurant that imitates the franchised Bananas Smoothies Frozen Yogurt.
The franchisee is obligated to notify Bananas Smoothies Frozen Yogurt if they suspect any violation of the Confidentiality and Non-Competition Agreement and must cooperate with Bananas Smoothies Frozen Yogurt to protect against any unauthorized use of the Marks or the System. This includes participating in lawsuits if deemed necessary by Bananas Smoothies Frozen Yogurt's counsel. These measures are in place to protect the brand's trade secrets and confidential information, ensuring that the competitive advantage of the Bananas Smoothies Frozen Yogurt system is maintained.