Does the Best In Class Education Center Confidentiality Agreement protect flow charts?
Best_In_Class_Education_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
"Confidential Information" means and includes: (a) Know-How; (b) Business Data, including the names, contact information and other data pertaining to current, former, or prospective Center students; (c) information in the Manual or comprising the System; (d) terms of the Franchise Agreement (and related agreements) signed by Franchisee in connection with the Center; and (e) all other concepts, ideas, trade secrets, financial information, marketing strategies, expansion strategies, studies, supplier information, student and parent information, franchisee information, investor information, flow charts, inventions, mask works, improvements, discoveries, standards, specifications, formulae, recipes, designs, sketches, drawings, policies, processes, procedures, methodologies and techniques, together with analyses, compilations, studies or other documents that are: (i) designated as confidential; (ii) known by you to be considered confidential by us; and/or (iii) reasonably to be considered confidential due to their nature.
Source: Item 23 — RECEIPT (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Best In Class Education Center Franchise Disclosure Document, the Confidentiality Agreement does protect flow charts. The agreement defines 'Confidential Information' to include a comprehensive list of items, such as know-how, business data, information in the manual or comprising the system, terms of agreements, and other concepts. Flow charts are specifically listed within this definition.
This means that as a Best In Class Education Center franchisee, you and your employees are obligated to protect any flow charts related to the business. This obligation extends to refraining from using the information in any business other than the operation of the franchisee's center, maintaining confidentiality at all times, and preventing unauthorized copies of documents containing confidential information.
However, the agreement also specifies certain exceptions. Information is not considered confidential if it is already publicly available, rightfully possessed by the franchisee before disclosure, independently developed by the franchisee, or rightfully obtained from a third party without breaching any confidentiality agreement. Therefore, if a flow chart falls under any of these exceptions, it may not be protected under the Confidentiality Agreement.
Prospective franchisees should carefully review the Confidentiality Agreement and understand the scope of information it protects, as well as the exceptions. It is also important to ensure that all employees sign a confidentiality agreement to protect Best In Class Education Center's intellectual property and confidential information.