What procedures and regulations must I follow to prevent unauthorized use or disclosure of Bft's Confidential Information?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
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; (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; and in such case, it shall be Franchisee's burden to prove that Franchisee is not in violation of this covenant.
- B. Franchisee acknowledges that Franchisor is not making any representations or warranties, express or implied, with respect to the Confidential Information. Franchisor and its affiliates have no liability to Franchisee and its affiliates for any errors or omissions from the Confidential Information.
- C.
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, as a franchisee, you are responsible for protecting Bft's confidential information. This includes limiting the use, retention, collection, and disclosure of confidential information strictly to what is necessary for operating your Bft studio according to the franchise agreement. You must also adhere to Bft's privacy policies and system standards, as well as any instructions provided by Bft or its representatives.
To safeguard confidential information, you must prevent its disclosure, sale, distribution, or trade to anyone outside of your employees, independent contractors, and representatives who require the information to assist in the studio's operation. Unauthorized copying of confidential information is prohibited. You are required to implement and maintain administrative, physical, and technical safeguards to prevent unauthorized use or disclosure. These safeguards should include 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. These measures must be no less protective than the terms outlined in the franchise agreement.
Bft may also request that you require your studio's employees and independent contractors to sign a non-disclosure and non-competition agreement in a form that Bft finds satisfactory. If you or your staff become aware of any unauthorized use of Bft's confidential information, you must promptly notify Bft. Additionally, any new concepts, processes, or improvements related to the Bft studio developed by you or your team will become the sole property of Bft. You are obligated to inform Bft of these developments and provide all necessary information and documentation to formalize Bft's ownership.
Compromising secure access to Bft's Learning Management System, such as allowing unauthorized users access or intentionally posting confidential information online, will require you to compensate Bft for any resulting damages to the brand and system. It's important to note that the Learning Management System remains Bft's property and is subject to all confidentiality requirements. Your confidentiality obligations do not prevent you from communicating with or providing information to government agencies or self-regulatory authorities, including reporting possible violations of law, without prior authorization from Bft.