Which article in the Baya Bar Franchise Agreement contains the non-disclosure and non-competition covenants that the franchisee must comply with after termination?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
18.4 Survival. The rights and obligations of the parties contained in this Article 18 shall survive the expiration or sooner termination of this Agreement.
19. NON-DISCLOSURE AND NON-COMPETITION COVENANTS
19.1 Operations Manual.
- 19.1.1 Franchisor has provided to Franchisee, on loan, a current copy of the Manual. The Manual may be in hard copy or made available to Franchisee in digital, electronic or computerized form or in some other form now existing or hereafter developed that would allow Franchisee to view the contents thereof. If the Manual (or any changes thereto) are provided in a form other than physical copy, Franchisee shall pay any and all costs to retrieve, review, use or access the Manual. To protect the reputation and goodwill of Franchisor and to maintain high standards of operation under Franchisor's Marks, Franchisee shall operate all aspects of the Franchised Business in accordance with the Manual, as they may from time to time be modified by Franchisor, other written directives that Franchisor may issue to Franchisee from time to time, whether or not such directives are included in the Manual, and any other manual and materials created or approved for use in the operation of the Franchised Business.
- 19.1.2 Franchisee and any and all Principals shall at all times treat the Manual, written directives, and other materials and any other confidential communications or materials, and the information contained therein, as confidential and shall maintain such information as trade secret and confidential in accordance with this Article and this Agreement. Franchisee and Franchisee's Principals, if any, shall not divulge and make such materials available to anyone other than those of Franchisee's employees who require the information contained therein to operate the Franchised Business. Franchisee shall, prior to disclosure, fully train and inform its employees on all the restrictions, terms and conditions under which it is permitted to use Franchisor's intellectual, proprietary and confidential
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to the 2024 Baya Bar Franchise Disclosure Document, Article 19, titled "NON-DISCLOSURE AND NON-COMPETITION COVENANTS," outlines the franchisee's obligations regarding non-disclosure and non-competition. This article specifies that the franchisee must treat the operations manual, written directives, and other confidential materials as trade secrets and confidential information, in accordance with the agreement.
Specifically, Article 19.1.2 states that the franchisee and any principals must not divulge these materials to anyone other than employees who require the information to operate the franchised business. Prior to disclosing any information, the franchisee must fully train and inform its employees about the restrictions and conditions under which they are permitted to use Baya Bar's intellectual, proprietary, and confidential information.
Article 18.4 also states that the rights and obligations of the parties contained in Article 18 survive the expiration or sooner termination of the agreement. This means that even after the franchise agreement ends, the franchisee's responsibilities regarding non-disclosure and non-competition remain in effect, ensuring the continued protection of Baya Bar's confidential information and competitive interests.