What agreement must a Bee Organized employee sign if disclosure of Know-How is necessary?
Bee_Organized Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees that, at all times, both during the Term of this Agreement and, after its expiration or termination, Franchisee: (a) shall not use the Know-How in any business or capacity other than the operation of the Franchised Business pursuant to this Agreement and as instructed by Franchisor; (b) shall maintain the confidentiality of the Know-How at all times; (c) shall not make unauthorized copies of documents containing any Know-How; (d) shall take all reasonable steps that Franchisor requires from time to time to prevent unauthorized use or disclosure of the Know-How; and (e) shall stop using the Know-How immediately upon the expiration, termination or Transfer of this Agreement. Franchisee agrees that the foregoing covenants shall also apply to: (a) Franchisee's Owners and Spouses and, that Franchisee's Owners and Spouses shall each execute and deliver to Franchisor the Franchise Owner and Spouse Agreement and Guaranty in the form attached to this Agreement as Exhibit 1; and (b) Franchisee's directors, officers, employees and agents where disclosure of the Know-How was necessary for the operations of the Franchised Business and where such director, officer, employee and/or agent previously executed and timely delivered to Franchisor the Confidentiality Agreement in the form attached as Exhibit 2.
Source: Item 23 — RECEIPTS (FDD pages 54–218)
What This Means (2025 FDD)
According to Bee Organized's 2025 Franchise Disclosure Document, if disclosure of Know-How is necessary for the operations of the franchised business, the director, officer, employee, or agent must have previously executed and delivered a Confidentiality Agreement to Bee Organized. This agreement must be in the form attached as Exhibit 2 to the Franchise Agreement.
This requirement ensures that Bee Organized's confidential information and trade secrets are protected, even when access is granted to employees or agents of the franchisee. The franchisee is responsible for ensuring that these individuals sign and deliver the Confidentiality Agreement to Bee Organized in a timely manner.
It is important to note that Exhibit 2 in the FDD is a sample form of the Confidentiality Agreement that Bee Organized may approve for use by the franchisee. Before using the agreement with an employee or contractor, the franchisee should have it reviewed and approved by an independent local attorney hired by the franchisee. This step helps ensure that the agreement complies with local laws and adequately protects the franchisee's interests.
This measure is typical in franchising, as franchisors need to protect their intellectual property and operational methods. By requiring a confidentiality agreement, Bee Organized aims to mitigate the risk of unauthorized use or disclosure of its Know-How, which could harm the brand and the franchise system.