Besides the franchisee and franchisor, who else is this Bang Cookies agreement binding upon?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
ed by Franchisor; (b) shall maintain the confidentiality of the Know-How at all times; (c) shall not make unauthorized copies of documents containing any Know-How; (d) shall take all reasonable steps that Franchisor requires from time
to time to prevent unauthorized use or disclosure of the Know-How; and (e) shall stop using the Know-How immediately upon the expiration, termination or Transfer of this Agreement. Franchisee agrees that the foregoing covenants and obligations shall also apply to: (a) Franchisee's Owners and Spouses and that Franchisee's Owners and Spouses shall each execute and deliver to Franchisor the Franchise Owner and Spouse Agreement and Guaranty in the form attached to this Agreement as Exhibit 1; and (b) Franchisee's directors, officers, employees and agents where disclosure of the Know-How was necessary for the operations of the Franchised Business and where such director, officer, employee and/or agent previously executed and timely delivered to Franchisor the Confidentiality Agreement in the form attached as Exhibit 2.
6.C. RESTRICTIVE COVENANTS: CONFIDENTIAL INFORMATION
Franchisee agrees that, at all times, both during the Term of this Agreement and, after its expiration or termination, Franchisee: (a) shall not use the Confidential Information in any business or capacity other than the Bang Cookies Shop operated by Franchisee; (b) shall maintain the confidentiality of the Confidential Information at all times; (c) shall not make unauthorized copies of documents containing any Confidential Information; (d) shall take such reasonable steps as Franchisor may ask of Franchisee from time to time to prevent unauthorized use or disclosure of the Confidential Information; and (e) shall stop using the Confidential Information immediately upon the expiration, termination or Transfer of this Agreement. Franchisee agrees that the foregoing covenants and obligations shall also apply to: (a) Franchisee's Owners and Spouses and that Franchisee's Owners and Spouses shall each execute and deliver to Franchisor the Franchise Owner and Spouse Agreement and Guaranty in the form attached to this Agreement as Exhibit 1; and (b) Franchisee's directors, officers, employees and agents where disclosure of the Confidential Information was necessary for the operations of the Franchised Business and where such director, officer, employee and/or agent previously executed and timely delivered to Franchisor the Confidentiality Agreement in the form attached as Exhibit 2.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies' 2024 Franchise Disclosure Document, the franchise agreement is also binding upon other parties in specific circumstances. Specifically, the agreement extends to the franchisee's owners and their spouses, as they are required to sign a 'Franchise Owner and Spouse Agreement and Guaranty.' This agreement ensures that these individuals are also bound by the obligations and responsibilities outlined in the franchise agreement.
Furthermore, the agreement's restrictive covenants, particularly those concerning confidential information and know-how, apply not only to the franchisee but also to the franchisee's directors, officers, employees, and agents. This extension is conditional, requiring that the disclosure of confidential information was necessary for the franchised business's operations and that these individuals have previously signed and delivered a Confidentiality Agreement to Bang Cookies.
In the event of a transfer of the franchise, the transferee is bound by all the terms and conditions of the agreement. Each owner of the transferee and their respective spouses must also personally execute the Franchise Owner and Spouse Agreement and Guaranty. This ensures that the obligations and responsibilities of the franchisee are fully assumed by the new ownership, maintaining the integrity and continuity of the franchise agreement.