Regarding Intellectual Property, what does the agreement require an employee, independent contractor, agent, representative, or supplier of a Beverly Anns Cookie franchisee to do?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 2. Background.You are an employee, independent contractor, agent, representative, or supplier of Franchisee. Because of this relationship, you may gain knowledge of our Intellectual Property. You understand that protecting the Intellectual Property is vital to our success and that of our franchisees, and that you could seriously jeopardize our entire Franchise System if you were to use such Intellectual Property in any way other than as described in this Agreement. In order to avoid such damage, you agree to comply with this Agreement.
- 3. Know-How and Intellectual Property: Nondisclosure and Ownership. You agree: (i) you will not use the Intellectual Property in any business or capacity other than for the benefit of the
Beverly Ann's Business operated by Franchisee or in any way detrimental to us or to the Franchisee; (ii) you will maintain the confidentiality of the Intellectual Property at all times; (iii) you will not make unauthorized copies of documents containing any Intellectual Property; (iv) you will take such reasonable steps as we may ask of you from time to time to prevent unauthorized use or disclosure of the Intellectual Property; and (v) you will stop using the Intellectual Property immediately if you are no longer an employee, independent contractor, agent, representative, or supplier of Franchisee. You further agree that you will not use the Intellectual Property for any purpose other than the performing your duties for Franchisee and within the scope of your employment or other engagement with Franchise.
The Intellectual Property is and shall continue to be the sole property of Mobile Cookie Company, LLC You hereby assign and agree to assign to us any rights you may have or may acquire in such Intellectual Property. Upon the termination of your employment or engagement with Franchisee, or at any time upon our or Franchisee's request, you will deliver to us or to Franchisee all documents and data of any nature pertaining to the Intellectual Property, and you will not take with you any documents or data or copies containing or pertaining to any Intellectual Property.
- **4.
Immediate Family Members**.
You acknowledge you could circumvent the purpose of this Agreement by disclosing Intellectual Property to an immediate family member (i.e., spouse, parent, sibling, child, or grandchild).
You also acknowledge that it would be difficult for us to prove whether you disclosed the Intellectual Property to family members.
Therefore, you agree you will be presumed to have violated the terms of this Agreement if any member of your immediate family uses or discloses the Intellectual Property.
However, you may rebut this presumption by furnishing evidence conclusively showing you did not disclose the Intellectual Property to the family member.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Beverly Anns Cookie Franchise Disclosure Document, any employee, independent contractor, agent, representative, or supplier of a franchisee may be required to sign a Confidentiality Agreement. This agreement is designed to protect Beverly Ann's Cookie's intellectual property, which includes trademarks, copyrights, know-how, the operations manual, and the overall operating system.
The agreement mandates that these individuals cannot use the intellectual property in any business or capacity other than for the benefit of the Beverly Ann's Business operated by the franchisee. They must maintain the confidentiality of the intellectual property at all times and are prohibited from making unauthorized copies of documents containing this information. They must also take reasonable steps to prevent unauthorized use or disclosure of the intellectual property, and they must cease using it immediately if they are no longer associated with the franchisee.
Furthermore, the agreement stipulates that all rights to the intellectual property remain the sole property of Mobile Cookie Company, LLC, and any rights acquired by the individual are assigned to the company. Upon termination of employment or engagement with the franchisee, all documents and data pertaining to the intellectual property must be returned, and no copies can be retained. The agreement also includes a clause addressing immediate family members, stating that any use or disclosure of the intellectual property by a family member will be presumed to be a violation of the agreement, unless the individual can prove otherwise.