Does the Bee Organized franchise agreement require me to maintain the confidentiality of the Know-How at all times?
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, franchisees are obligated to maintain the confidentiality of the Know-How both during the term of the franchise agreement and after its expiration or termination. This obligation is explicitly stated in the restrictive covenants outlined in the agreement. The Know-How encompasses all of Bee Organized's trade secrets and proprietary information related to the development, establishment, marketing, promotion, and operation of a Bee Organized business. This includes methods, techniques, specifications, procedures, policies, marketing strategies, and information within the System, Operations Manual, and Confidential Information.
This requirement means that a franchisee cannot use the Know-How in any business or capacity other than operating their Bee Organized franchise as instructed by the franchisor. They must also prevent unauthorized copies of documents containing Know-How and take reasonable steps to prevent its unauthorized use or disclosure. Upon expiration, termination, or transfer of the franchise agreement, the franchisee must immediately cease using the Know-How.
The confidentiality extends not only to the franchisee but also to their Owners and Spouses, who must execute a Franchise Owner and Spouse Agreement and Guaranty. It also applies to the franchisee's directors, officers, employees, and agents if they had access to the Know-How and have signed a Confidentiality Agreement. This ensures a comprehensive approach to protecting Bee Organized's proprietary information.
Given the broad definition of Know-How, this is a significant obligation. Franchisees should carefully review the definition and understand what information is covered. They should also ensure that all relevant parties (owners, spouses, employees, etc.) are aware of and comply with these confidentiality requirements to avoid potential breaches of the franchise agreement.