To whom can a Baya Bar franchisee divulge confidential information?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
ocedures relating to the operation of the Franchised Business; the Manual; methods of advertising and promotion; instructional materials; any other information which Franchisor may or may not
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.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 41–42)
What This Means (2024 FDD)
According to the 2024 Baya Bar FDD, franchisees can only divulge confidential information to their employees who need it to operate the franchised business, provided those employees have signed confidentiality and non-compete agreements with the same provisions as the franchise agreement. This ensures that sensitive business information remains protected and isn't misused.
The FDD emphasizes that neither the franchisee nor any principal involved in the franchise can communicate or share confidential information with any other person or entity. This restriction extends beyond the term of the agreement, perpetually binding the franchisee and principals. Unauthorized copying, duplication, or reproduction of confidential information is strictly prohibited without Baya Bar's prior written consent.
If confidential information is disclosed to an unauthorized person, the franchisee must notify Baya Bar within 24 hours and assist in efforts to maintain the confidentiality of the information. Furthermore, Baya Bar may require the franchisee's General Manager and other personnel with access to confidential information to sign similar confidentiality covenants. This multi-layered approach aims to safeguard Baya Bar's trade secrets and operational methods, preventing potential competitive disadvantages.