Who has access to Baya Bar's trade secrets during the term of the Franchise Agreement?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, in connection with his or her duties, it will be necessary for Covenantor to have access to some or all of the confidential information, knowledge, know-how, techniques, contents of the Baya Bar operations manual and other materials used in or related to the System and/or concerning the methods of operation of the System (collectively referred to as "Confidential Information");
WHEREAS, the Confidential Information provides economic advantages to Franchisor and licensed users of the System, including Franchisee;
WHEREAS, Franchisee has acknowledged the importance of restricting the use, access and dissemination of the Confidential Information, and Franchisee therefore has agreed to obtain from Covenantor a written agreement protecting the Confidential Information and further protecting the System against unfair competition; and
WHEREAS, Covenantor acknowledges that receipt of and the right to use the Confidential Information constitutes independent valuable consideration for the representations, promises and covenants made by Covenantor herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:
1. Confidentiality Agreement.
- a. Covenantor shall, at all times, maintain the confidentiality of the Confidential Information and shall use such Confidential Information only in the course of his or her employment by or association with Franchisee in connection with the operation of a Franchised Business under the Franchise Agreement.
- b. Covenantor shall not at any time make copies of any documents or compilations containing some or all of the Confidential Information without Franchisor's express written permission.
- c. Covenantor shall not at any time disclose or permit the disclosure of the Confidential Information except, and only then to the limited extent necessary, to those employees of Franchisee for training and assisting such employees in the operation of the Franchised Business.
- d. Covenantor shall surrender any material containing some or all of the Confidential Information to Franchisee or Franchisor, upon request, or upon termination of employment or association with Franchisee.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, access to the company's confidential information, including the operations manual and system-related materials, is granted to the franchisee and their employees during the term of the Franchise Agreement. However, this access is contingent upon the franchisee securing a written agreement from anyone who gains access, referred to as the 'Covenantor,' which protects the confidential information and the Baya Bar system from unfair competition.
The 'Covenantor' must maintain the confidentiality of the information and use it solely for operating the franchised business. They are prohibited from making unauthorized copies or disclosing the information to anyone except employees who need it for training and assistance. This agreement ensures that Baya Bar's trade secrets are protected from misuse or dissemination by those who have access to them through the franchisee.
Upon request or termination of employment, the 'Covenantor' is obligated to return all materials containing confidential information to either the franchisee or Baya Bar. This requirement further safeguards the franchisor's proprietary information and prevents it from falling into the wrong hands, especially after an individual's association with the franchise has ended. This is a standard practice in franchising to protect the brand's competitive advantage and operational methods.