What level of diligence is the Guarantor expected to exercise in maintaining the confidentiality of information during and after the Better Blend Franchise Agreement?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
With respect to all Confidential Information, Guarantor shall (a) adhere to all security procedures prescribed by BBF for maintaining confidentiality, (b) disclose such information to its employees only to the extent necessary for the operation of the Business, (c) not use any such information in any other business or in any manner not specifically authorized or approved in writing by BBF, (d) exercise the highest degree of diligence and make every effort to maintain the confidentiality of all such information during and after the term of the Franchise Agreement, (e) not copy or otherwise reproduce any Confidential Information, and (f) promptly report any unauthorized disclosure or use of Confidential Information.
Guarantor acknowledges that all Confidential Information is owned by BBF or its affiliates (except for Confidential Information which BBF licenses from another person or entity).
Guarantor
acknowledges that all customer data collected or generated by the Business and all data collected or generated by the point-of-sale system (other than data regarding employees) is Confidential Information belonging to BBF. This Section will survive the termination or expiration of the Franchise Agreement indefinitely.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, the Guarantor is expected to exercise the highest degree of diligence and make every effort to maintain the confidentiality of all confidential information during and after the term of the Franchise Agreement. This obligation extends indefinitely beyond the termination or expiration of the agreement. Confidential information includes, but is not limited to, customer data collected by the business and data collected by the point-of-sale system, excluding employee data, all of which is owned by Better Blend. The Guarantor also acknowledges that Better Blend or its affiliates own all confidential information, except for that which Better Blend licenses from another person or entity.
The Guarantor's responsibilities include adhering to all security procedures prescribed by Better Blend for maintaining confidentiality. They must disclose confidential information to their employees only to the extent necessary for the operation of the business. The Guarantor is prohibited from using any confidential information in any other business or in any manner not specifically authorized or approved in writing by Better Blend. Additionally, the Guarantor must not copy or otherwise reproduce any confidential information and must promptly report any unauthorized disclosure or use of confidential information.
These stipulations are designed to protect Better Blend's proprietary information and maintain a competitive advantage. The high standard of diligence required of the Guarantor reflects the importance Better Blend places on safeguarding its confidential information. This requirement is stricter than simply acting reasonably; it demands the Guarantor to be proactive and vigilant in preventing unauthorized disclosure or use.
For a prospective Better Blend franchisee, this means that anyone acting as a Guarantor (often a principal in the franchisee entity) must understand and commit to these stringent confidentiality requirements. Failure to comply could result in legal action and financial penalties, as well as damage the relationship between the franchisee and Better Blend.