What does Bft consider to be Confidential Information related to the System and the development/operation of Studios?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges and agrees that all information relating to the System and to the development and operation of the Studio, including, without limitation, the Learning Management System, Franchisor's training programs, members and supplier lists, customer data, or other information or knowhow distinctive to the development or operation of a BFT Studio (all of the preceding information is referred to herein as the "Confidential Information") is considered to be proprietary and trade secrets of Franchisor.
Confidential Information does not include information, knowledge, or know-how, which is lawfully known to the public without violation of applicable law or an obligation to Franchisor or its affiliates, or any Restricted Data.
Franchisee (and its Owners, if Franchisee is a legal entity) agrees that, during and after the Term, Franchisee will, and cause its spouses, immediate family members, affiliates, and assigns to: (i) process, retain, use, collect, and disclose Confidential Information strictly to the limited extent, and in such a manner, as necessary for the development and operation of the Studio in accordance with this Agreement, and not for any other purposes of any kind; (ii) process, retain, use, collect, and disclose Confidential Information strictly in accordance with the privacy policies and System Standards and Franchisee's and its representative's instructions; (iii) keep confidential and not disclose, sell, distribute, or trade Confidential Information to any person other than those of Franchisee's employees, independent contractors, and representatives who need to know such Confidential Information for the purpose of assisting Franchisee it is operation of the Studio in accordance with this Agreement; (iv) not make unauthorized copies of any portion of Confidential Information; (v) adopt and maintain administrative, physical, and technical safeguards to prevent unauthorized use or disclosure of any portion of Confidential Information, including by establishing reasonable security and access measures, restricting its disclosure to key personnel, and/or by requiring persons who have access to such Confidential Information to be bound by contractual obligations to protect such Confidential Information and preserve Franchisor's rights and controls in such Confidential Information, in each case that are no less protective or beneficial to Franchisor than the terms of this Agreement; and (vi) at Franchisor's request, destroy or return any portion of the Confidential Information.
Upon Franchisor's request, Franchisee shall require the Studio's employees and any independent contractors to execute a nondisclosure and non-competition agreement in a form satisfactory to Franchisor.
Franchisee shall not acquire any interest in the Confidential Information other than the right
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 55–56)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, Confidential Information encompasses all data pertaining to the System, as well as the creation and functioning of the Studio. This includes, but isn't limited to, the Learning Management System, Bft's training programs, lists of members and suppliers, customer data, and any other exclusive information or know-how essential for the development or operation of a Bft studio.
Bft franchisees must recognize that this Confidential Information is considered proprietary and constitutes trade secrets of Bft. Franchisees only have the right to use this information to operate their Bft studio. They cannot acquire any other interest in it. Franchisees are also responsible for ensuring their employees and independent contractors sign non-disclosure and non-competition agreements.
However, information already lawfully known to the public, without violating any laws or obligations to Bft or its affiliates, is not considered Confidential Information. Franchisees are obligated to protect this information both during and after the franchise term, using it solely for operating their studio, maintaining its confidentiality, preventing unauthorized copies, and adhering to all procedures that prevent unauthorized use or disclosure. Franchisees must also notify Bft of any unauthorized use of confidential information.
If a franchisee develops any new concepts, processes, or improvements related to the studio's operation or promotion that enhances Bft studios or the System, such innovations become the sole property of Bft. The franchisee must promptly inform Bft and provide all necessary information and documentation to formalize Bft's ownership, potentially including assigning ownership without compensation. Bft may then use or disclose this information to other franchisees.