What constitutes 'utilization' of the Bft system that is contrary to the provisions of the agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
ation; (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
to utilize it in the development and operation of its Studio in accordance with this Agreement. If Franchisee or Franchisee's employees or any independent contractors learn about an unauthorized use of any Confidential Information, Franchisee must promptly notify Franchisor. Franchisor is not obligated to take any action but will respond to the information as it deems appropriate. If Franchisee at any time conducts, owns, consults with, is employed by or otherwise assists a similar or competitive business to that franchised hereunder, the doctrine of "inevitable disclosure" will apply, and it will be presumed that Franchisee is in violation of this covenant;
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, a franchisee's utilization of confidential information in a manner inconsistent with the franchise agreement is prohibited. Specifically, franchisees only have the right to use confidential information in the development and operation of their Bft studio.
If a franchisee, their employees, or independent contractors become aware of any unauthorized use of confidential information, they must promptly notify Bft. While Bft is not obligated to take action, they will respond as they deem appropriate. The agreement also states that if a franchisee owns, operates, consults with, or is employed by a business similar to Bft, it will be presumed that the franchisee is violating the agreement. In this case, the franchisee bears the burden of proving they are not in violation.
Furthermore, any new concept, process, or improvement related to Bft that is developed by the franchisee becomes the sole property of Bft. The franchisee must notify Bft and provide all necessary information and documentation to formalize the ownership or assignment of ownership to Bft, without compensation to the franchisee. Bft may then use or disclose this information to other franchisees.