During the term of my Bft Franchise Agreement, what is my obligation regarding the use of Confidential Information?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
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
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.
Franchisee agrees that any new concept, process or improvement in the operation or promotion of the Studio developed by or on behalf of Franchisee that relates to or enhances BFT Studios or the System, or any aspect of Franchisor's business, shall be the sole property of Franchisor, and Franchisee shall promptly notify Franchisor and shall provide Franchisor with all necessary information and execute all necessary documents to memorialize said ownership, or, if necessary, Franchisee's assignment of such ownership to Franchisor, without compensation.
Franchisee acknowledges that Franchisor may utilize or disclose such information to other Franchisees.
- D.
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 have specific obligations regarding the use of confidential information, both during and after the term of the Franchise Agreement. Confidential Information does not include information that is already publicly known without violation of any law or obligation to Bft.
During the term, you must (and must ensure that your owners, spouses, immediate family members, affiliates, and assigns): process, retain, use, collect, and disclose Confidential Information strictly to the limited extent necessary for operating the Bft studio according to the Franchise Agreement. You must also adhere to Bft's privacy policies and system standards. You are prohibited from disclosing, selling, distributing, or trading Confidential Information to anyone except employees, independent contractors, and representatives who need to know it for assisting in the studio's operation. Unauthorized copying of Confidential Information is forbidden. You must also implement and maintain administrative, physical, and technical safeguards to prevent unauthorized use or disclosure, including security measures and contractual obligations for those with access.
Upon Bft's request, you must ensure that your studio's employees and independent contractors sign a non-disclosure and non-competition agreement that Bft finds satisfactory. You will not acquire any interest in the Confidential Information beyond the right to use it for your studio's development and operation. If you become aware of any unauthorized use of Confidential Information, you must promptly notify Bft. Furthermore, any new concept, process, or improvement related to Bft studios or the system that you develop becomes the sole property of Bft, and you must notify Bft and provide all necessary information and documentation to formalize this ownership.
These obligations are typical in franchising to protect the franchisor's proprietary information and maintain consistency across the franchise system. Failure to comply with these obligations could lead to a breach of the Franchise Agreement and potential legal consequences. Additionally, Bft is not liable for any errors or omissions in the Confidential Information provided to you.