What obligations do Owners have regarding non-disclosure of Confidential Information for Beverly Anns Cookie?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
2. Non-Disclosure and Protection of Confidential Information.
- 2.1 Confidentiality. Under the Franchise Agreement, we will provide Franchisee with specialized training, proprietary trade secrets, and other Confidential Information relating to the establishment and operation of a franchised business. The provisions of the Franchise Agreement governing Franchisee's non-disclosure obligations relating to our Confidential Information are hereby incorporated into this Franchise Owner Agreement by reference, and Owners agree to comply with each obligation as though fully set forth in this Franchise Owner Agreement as a direct and primary obligation of Owners. Further, we may seek the same remedies against Owners under this Franchise Owner Agreement as we may seek against Franchisee under the Franchise Agreement. Any and all information, knowledge, know-how, techniques, and other data which we designate as confidential will also be deemed Confidential Information for purposes of this Franchise Owner Agreement.
- 2.2 Immediate Family Members. Owners acknowledge that they could circumvent the purpose of Section 2.1 by disclosing Confidential Information to an immediate family member (i.e., spouse, parent, sibling, child, or grandchild). Owners also acknowledge that it would be difficult for us to prove whether Owners disclosed the Confidential Information to family members. Therefore, each Owner agrees that he or she will be presumed to have violated the terms of Section 2.1 if any member of his or her immediate family uses or discloses the Confidential Information or engages in any activities that would constitute a violation of the covenants listed in Section 3, below, if performed by Owners. However, Owners may rebut this presumption by furnishing evidence conclusively showing that Owners did not disclose the Confidential Information to the family member.
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to Beverly Anns Cookie's 2025 Franchise Disclosure Document, Owners have specific obligations regarding the non-disclosure of confidential information. The Franchise Owner Agreement incorporates the non-disclosure obligations from the Franchise Agreement, making them a direct responsibility of the Owners. This means Owners must comply with all confidentiality provisions as if they were explicitly written in the Franchise Owner Agreement. Beverly Anns Cookie can pursue the same legal remedies against Owners for breaches of confidentiality as it can against the Franchisee. Confidential Information includes any data that Beverly Anns Cookie designates as confidential.
Owners must also be aware of the implications of disclosing confidential information to immediate family members. The FDD states that if an immediate family member (spouse, parent, sibling, child, or grandchild) uses or discloses confidential information, it is presumed that the Owner violated the non-disclosure terms. This puts the burden on the Owner to prove they did not disclose the information. This presumption exists because it would be difficult for Beverly Anns Cookie to directly prove whether an Owner shared confidential information with family.
This clause is designed to prevent Owners from circumventing the confidentiality agreement by indirectly leaking information through family members. It highlights the importance of Owners maintaining strict control over confidential information and ensuring that family members are not in a position to access or disclose it. The Owner can only rebut this presumption by providing conclusive evidence that they did not disclose the confidential information to the family member, which may be difficult to do in practice. This requirement underscores the serious nature of protecting Beverly Anns Cookie's confidential information.