Is a Baya Bar franchisee allowed to divulge confidential communications or materials to anyone outside of authorized employees?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
specifically designate as "confidential" or "proprietary"; and the components of the System, whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights (collectively referred to herein as the "Confidential Information"). Neither Franchisee nor any Principal shall, during the term of this Agreement and thereafter, communicate or divulge to, or use for the benefit of, any other person or entity, and, following the expiration or termination of this Agreement, shall not use for their own benefit, any Confidential Information that may be communicated to Franchisee or any Principal or of which Franchisee or any Principal may be apprised in connection with the operation of the Franchised Business under the terms of this Agreement. Franchisee and any Principal shall not divulge and make any Confidential Information available to anyone other than those of Franchisee's employees who require the Confidential Information to operate the Franchised Business and who have themselves entered into confidentiality and non-compete agreements containing the same provisions as contained in this Agreement, in accordance with Section 19.10 hereof. Franchisee and any Principal shall not at any time copy, duplicate, record or otherwise reproduce any Confidential Information, in whole or in part, or otherwise make the same available to any person other than those authorized above, without Franchisor's prior written consent. The covenant in this Section 19.2 shall survive the expiration, termination or transfer of this Agreement or any interest herein and shall be perpetually binding upon Franchisee and each Principal.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, franchisees are restricted from divulging confidential information to unauthorized parties. The FDD specifies that neither the franchisee nor any principal can communicate or divulge confidential information to any person or entity. However, there is an exception for employees of the franchisee who require the confidential information to operate the franchised business. These employees must also enter into confidentiality and non-compete agreements with provisions mirroring those in the franchise agreement.
This means a Baya Bar franchisee must ensure that their employees who have access to confidential information are legally bound to protect it. The franchisee is responsible for implementing and enforcing these confidentiality agreements with their staff. This obligation extends beyond the term of the franchise agreement, perpetually binding the franchisee and any principals to maintain confidentiality.
Unauthorized disclosure or reproduction of confidential information is strictly prohibited without Baya Bar's prior written consent. This includes copying, duplicating, recording, or otherwise reproducing any confidential information, in whole or in part, and making it available to any person other than those specifically authorized. This stringent requirement underscores the importance Baya Bar places on protecting its proprietary information and maintaining a competitive edge within the acai bowl market.