What are Confidants prohibited from doing with the Bananas Smoothies Frozen Yogurt System during the term of the agreement?
Bananas_Smoothies_Frozen_Yogurt Franchise · 2025 FDDAnswer from 2025 FDD Document
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 (which include franchisees and certain related parties) have specific restrictions regarding the use and disclosure of the Bananas Smoothies Frozen Yogurt System, both during and after the franchise agreement term. During the term, Confidants cannot disclose or use the System or any part of it without prior written consent from Bananas Smoothies Frozen Yogurt, except for employees or agents who need the information to operate the restaurant or as required by law or the agreement itself. This encompasses the Confidential Operations & Training Manual, other designated materials, trade secrets, confidential information, knowledge, and know-how related to the restaurant's construction or operation.
Bananas Smoothies Frozen Yogurt emphasizes that the unauthorized use or disclosure of this confidential information would cause significant harm to the company. Therefore, Confidants must make diligent efforts to keep all such information confidential and prevent its unauthorized use. The System and all related materials remain the sole property of Bananas Smoothies Frozen Yogurt and/or its affiliates, and franchisees do not acquire any rights to them beyond what is authorized in the agreement.
These restrictions are typical in franchising to protect the brand's competitive advantage and proprietary information. Prospective Bananas Smoothies Frozen Yogurt franchisees should carefully review these confidentiality clauses to understand their obligations and the potential consequences of violating them. They should also inquire about what specific information is considered part of the System and how Bananas Smoothies Frozen Yogurt enforces these confidentiality provisions.