What is a Baya Bar franchisee allowed to retain copies of after termination, despite the requirement to delete all other electronic copies of materials?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
o use, copy, duplicate, record or otherwise reproduce these materials, 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.
- 19.1.3 The Manual, written directives, and other materials and any other confidential communications provided or approved by Franchisor shall at all times remain the sole property of Franchisor. Franchisee shall maintain the Manual and all Franchisor's confidential and proprietary materials at all times in a safe and secure location, shall take all reasonable measures to prevent unauthorized access thereto, whether any attempted unauthorized access takes the form of physical access or access via computer or telecommunications networks or otherwise, and shall report the theft or loss of the Manual, or any portion thereof, immediately to Franchisor. At a minimum, Franchisee shall, in the case of computer and telecommunications networks, use the latest available firewall, encryption and similar technology to prevent unauthorized access. Franchisee shall delete all electronic copies and return and cease using any physical copy of the Manual and other confidential and proprietary materials to Franchisor immediately upon request or upon transfer, termination or expiration of this Agreement.
- 19.1.4 Franchisor may from time to time revise the contents of the Manual and other materials created or approved for use in the operation of the Franchised Business.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
Based on the 2024 Baya Bar Franchise Disclosure Document, franchisees are generally required to delete all electronic copies of the operations manual and other confidential materials upon termination or expiration of the franchise agreement. The FDD excerpt does not explicitly state any exceptions to this rule, or specify any materials that a franchisee is permitted to retain in electronic form after the agreement ends.
However, the agreement does state that any obligation of the franchisee that contemplates performance after termination or expiration of the agreement shall be deemed to survive such termination or expiration. This suggests that certain obligations and related documentation might need to be retained to fulfill those ongoing responsibilities.
To fully understand what electronic documents, if any, a franchisee can retain post-termination, a prospective Baya Bar franchisee should seek clarification from the franchisor. Specifically, they should inquire about any exceptions to the electronic deletion requirement and identify any documents necessary for fulfilling obligations that extend beyond the termination date.