What is the definition of 'Confidential Information' in relation to disclosure, utilization, or duplication by a Bft franchisee?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
e Laws as set forth in Section 8.5 above. Notwithstanding the foregoing, any Indemnitee may choose to engage counsel and defend against any such claim and may require immediate reimbursement from the Franchisee of all expenses and fees incurred in connection with such defense. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination. Indemnitees need not seek recovery from any insurer or other third-party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against Franchisee under this Section. Any Indemnitee's failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that person may recover from Franchisee under this Section.
12. CONFIDENTIAL INFORMATION
12.1 Franchisor's Confidential Information.
A. 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;
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, Confidential Information encompasses all data pertaining to the System and the Studio's development and operation. This includes, but isn't limited to, the Learning Management System, Bft's training programs, member and supplier lists, and customer data. It also covers any other information or know-how that is unique to the development or operation of a Bft studio. Such information is considered proprietary and constitutes trade secrets of Bft. Franchisees only have the right to use this information to develop and operate their Bft studio.
Bft franchisees must treat Confidential Information with utmost care, limiting its use, collection, and disclosure strictly to what is necessary for operating the Studio as per the franchise agreement. Franchisees are obligated to adhere to privacy policies and System Standards, ensuring that Confidential Information is processed, retained, and used accordingly. Disclosure is restricted to employees, independent contractors, and representatives who require the information to assist in the Studio's operation, and franchisees must prevent unauthorized copying of Confidential Information.
To safeguard Confidential Information, Bft franchisees must implement and maintain administrative, physical, and technical safeguards to prevent unauthorized use or disclosure. This includes establishing reasonable security and access measures, restricting disclosure to key personnel, and ensuring that individuals with access are bound by contractual obligations to protect the information. Franchisees are also required to either destroy or return any portion of the Confidential Information upon Bft's request. Information already lawfully known to the public, or Restricted Data, is excluded from the definition of Confidential Information.
If a Bft franchisee fails to comply with these confidentiality requirements, Bft could suffer irreparable injury, entitling Bft to injunctive relief. The franchisee would also be responsible for covering all costs and expenses, including reasonable attorneys' fees, incurred by Bft in enforcing these confidentiality provisions. Furthermore, Bft may utilize or disclose any new concepts, processes, or improvements developed by the franchisee that relate to Bft studios or the System to other franchisees.