What must Baya Bar franchisees and their principals do with confidential communications or materials?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
equipment, technologies and procedures 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. 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.
- 19.3 Protection of Information. Franchisee shall take all steps necessary, at Franchisee's own expense, to protect the Confidential Information and shall immediately notify Franchisor if Franchisee finds that any Confidential Information has been divulged in violation of this Agreement.
- 19.4 New Concepts. If Franchisee or any Principal develops any new concept, process, product, recipe, or improvement in the operation or promotion of the Franchised Business ("Improvements"), Franchisee is required to promptly notify Franchisor and provide Franchisor with all related information, processes, products, design or other improvements, and sign any and all forms, documents and/or papers necessary for Franchisor to obtain full proprietary rights to such Improvements, without compensation and without any claim of ownership or proprietary rights to such Improvements. Franchisee and any Principal acknowledge that any such Improvements will become the property of Franchisor, and Franchisor may use or disclose such information to other franchisees as it determines to be appropriate.
- 19.5 Noncompetition Covenants. Franchisee and each Principal, if any, specifically acknowledge that, pursuant to this Agreement, Franchisee and each Principal, if any, will receive valuable training, trade secrets and Confidential Information of the System that are beyond the present knowledge, training and experience of Franchisee, each Principal and Franchisee's managers and employees.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, franchisees and their principals have specific obligations regarding confidential information. During the franchise agreement term and afterward, they cannot communicate, divulge, or use confidential information for the benefit of any other person or entity. After the agreement ends, they also cannot use it for their own benefit. Confidential information includes trade secrets like recipes, methods, customer lists, vendor partnerships, sales and technical data, financial details, software, website design, and the contents of the Baya Bar manual.
Baya Bar franchisees and their principals can only share confidential information with employees who need it to operate the franchised business, provided those employees have signed confidentiality and non-compete agreements with terms matching those in the franchise agreement. Franchisees and principals are prohibited from copying, duplicating, recording, or reproducing any confidential information without Baya Bar's prior written consent, except for authorized employees. These confidentiality obligations survive the termination, expiration, or transfer of the franchise agreement and are perpetually binding.
Furthermore, the Baya Bar manual, written directives, and other confidential communications provided by Baya Bar remain the sole property of Baya Bar. Franchisees must keep these materials in a secure location and take reasonable measures to prevent unauthorized access, whether physical or via computer networks. Any theft or loss of the manual must be reported to Baya Bar immediately. Franchisees must use the latest available firewall, encryption, and similar technology to prevent unauthorized access via computer and telecommunications networks. Upon request or termination of the agreement, franchisees must delete all electronic copies and return any physical copies of the manual and other confidential materials to Baya Bar. If a franchisee loses the manual and requests a replacement, Baya Bar may provide a copy, and the franchisee will pay a replacement fee, which is $100 as of the agreement date.