Does the confidentiality covenant in the Bb.Q Chicken franchise agreement survive the termination or transfer of the agreement?
Bb_Q_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
10.2.1 You acknowledge and accept that during the term of this Agreement, you and the Principal(s) will have access to Franchisor's trade secrets, including, but not limited to, recipes, methods, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, financial information, costs, pricing formulae, 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"). You and Principal(s) covenant and agree that You and the Principal(s) shall not, 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 You or Principal(s) or of which You or Principal(s) may be apprised in connection with the operation of the Franchised Business under the terms of this Agreement. You and the Principal(s) 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 10.2.2 hereof. You and the Principal(s) shall not at any time copy, duplicate, record or otherwise reproduce any Confidential Information, in whole or in part, or otherwise make th
Source: Item 23 — RECEIPTS (FDD pages 62–283)
What This Means (2025 FDD)
According to Bb.Q Chicken's 2025 Franchise Disclosure Document, the confidentiality covenant extends beyond the termination or transfer of the franchise agreement. Franchisees and their principals are exposed to confidential information during the term of the agreement, and they acknowledge that this information includes trade secrets like recipes, methods, processes, customer lists, vendor relationships, sales and technical data, financial information, costs, pricing formulas, equipment, technologies, procedures, manuals, advertising strategies, instructional materials, and all components of the Bb.Q Chicken system. This information is considered confidential whether or not it is officially designated as such or protected by patents, copyrights, or trade secret laws.
The Bb.Q Chicken franchise agreement explicitly states that franchisees and their principals are prohibited from communicating, divulging, or using this confidential information for the benefit of any other person or entity during the term of the agreement and even after its expiration or termination. They are also barred from using it for their own benefit after the agreement ends. The only exception is that franchisees can share confidential information with their employees who need it to operate the franchised business, provided those employees have also signed confidentiality and non-compete agreements with terms equivalent to those in the franchise agreement.
This extended confidentiality obligation means that even after a franchisee leaves the Bb.Q Chicken system, they cannot use any of the brand's proprietary information to start a competing business or share it with others. This is a standard practice in franchising to protect the franchisor's intellectual property and competitive advantage. The franchisee also cannot copy, duplicate, record, or reproduce any confidential information, reinforcing the long-term protection of Bb.Q Chicken's trade secrets and operational methods.