How must Baya Bar franchisees and principals treat the manual and other confidential materials?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
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
information; and shall ensure its employees'' compliance with such restrictions, terms and conditions. Franchisee, Franchisee's Principals, and any person working with Franchisee shall agree not, at any time to 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.
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 the handling of the operations manual, written directives, and other confidential materials. They must always treat these items and the information within them as confidential, maintaining them as trade secrets. Access to these materials should be limited to only those employees who require the information to operate the franchised business. Franchisees are responsible for fully training and informing their employees about the restrictions and conditions under which they are allowed to use Baya Bar's intellectual, proprietary, and confidential information.
Baya Bar requires franchisees to keep the manual and all confidential materials in a safe and secure location, taking reasonable measures to prevent unauthorized access, whether physical or through computer networks. Franchisees must use the latest available firewall, encryption, and similar technology to prevent unauthorized access via computer and telecommunications networks. Any theft or loss of the manual or any part of it must be reported to Baya Bar immediately. Upon request, or at the end of the franchise agreement, franchisees must delete all electronic copies and return any physical copies of the manual and other confidential materials to Baya Bar.
These stipulations are designed to protect Baya Bar's proprietary information and maintain consistent standards across all franchise locations. Franchisees should understand that failure to comply with these requirements could result in a breach of the franchise agreement, potentially leading to termination and legal repercussions. The franchisor retains the right to revise the contents of the manual and other materials, and franchisees must comply with any new or changed policies. If a franchisee loses or misplaces the physical copy of the manual, Baya Bar may provide a replacement copy for a fee; as of the date of the agreement, the replacement fee is $100.00.