What is the Beyond Juicery Eatery developer's obligation to prosecute breaches of confidentiality agreements to the fullest extent permitted by law?
Beyond_Juicery_Eatery Franchise · 2025 FDDAnswer from 2025 FDD Document
Developer shall enforce this Section 6 as to its owners, officers, directors, members, managers, employees, agents, and representatives and shall be liable to Franchisor for any unauthorized disclosure or use of Trade Secrets or other Confidential Information by any of them.
Developer shall vigorously and vigilantly prosecute to the fullest extent permitted by law breaches of any confidentiality and non-disclosure agreement and/or covenant not to compete executed by any of the individuals to whom Developer has disclosed Confidential Information.
Developer acknowledges Franchisor's right, to be exercised as Franchisor alone determines, to enforce for itself the terms of such executed confidentiality and non-disclosure agreement and/or covenant not to compete.
If the substantive provisions of the confidentiality and non-disclosure agreement and/or covenant not to compete have been breached by an individual employed, engaged, or otherwise serving the Developer who has not executed a confidentiality and non-disclosure agreement and/or covenant not to compete, Developer shall nevertheless vigorously and vigilantly prosecute such conduct to the fullest extent permitted by law.
If Franchisor prosecutes such confidentiality and non-disclosure agreement and/or covenant not to compete, Developer shall indemnify and hold Franchisor harmless from any and all losses and expenses as provided in this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 60–337)
What This Means (2025 FDD)
According to the 2025 Beyond Juicery Eatery FDD, a developer has specific obligations regarding confidentiality agreements. The developer must enforce Section 6 of the agreement concerning owners, officers, directors, members, managers, employees, agents, and representatives. The developer is liable to Beyond Juicery Eatery for any unauthorized disclosure or use of trade secrets or confidential information by any of these individuals.
Beyond Juicery Eatery requires the developer to vigorously and vigilantly prosecute breaches of any confidentiality and non-disclosure agreement or covenant not to compete to the fullest extent permitted by law. This applies to individuals to whom the developer has disclosed confidential information. However, Beyond Juicery Eatery retains the right to enforce these agreements themselves, as they determine.
Even if an individual employed by the developer who has not signed a confidentiality agreement breaches the substantive provisions of such an agreement, the developer is still obligated to prosecute such conduct vigorously and vigilantly to the fullest extent permitted by law. If Beyond Juicery Eatery chooses to prosecute such an agreement, the developer must indemnify and hold Beyond Juicery Eatery harmless from any losses and expenses as provided in the agreement. This means the developer could be responsible for covering Beyond Juicery Eatery's legal costs and damages if they pursue a breach of confidentiality claim.