According to the Bhc confidentiality and non-competition agreement, what is considered 'Proprietary Information'?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
or system-wide advertising, Franchisor determines the cost, form of media, content, format, production, timing (including regional or local concentration and seasonal exposure), location and all other matters relating to advertising, public relations, and promotional campaigns.
11. NON-COMPETITION COVENANTS
11.1 Exclusive In-Term Dealing.
(a) Master Franchisee acknowledges it will receive valuable specialized training and access to Proprietary Information, including information regarding the operational, sales, promotional and marketing methods and techniques of the System and Franchisor's Trade Secrets. In consideration for the use and license of such valuable information, Master Franchisee agrees that it will not during the term of this Agreement operate, manage, own, assist or hold an interest in (direct or indirect as an employee,
officer, director, shareholder, manager, member, partner or otherwise), or engage in, any competing business selling goods or offering services equivalent to BHC Products or the Franchised Business, without Franchisor's express prior written consent, which consent may be withheld in Franchisor's sole and absolute discretion.
(b) It is the intention of both Master Franchisee and Franchisor that Master Franchisee maximizes the Franchised Business within the Territory, and any action of Master Franchisee that diverts business to another entity or diminishes the Franchised Business being conducted in the Territory will be a material breach of this Agreement. Accordingly, neither Master Franchisee nor any Principal Equity Operator may, either directly or indirectly, for itself or themselves, or through, on behalf of, or in conjunction with, any person, persons, partnership, corporation or other entity, (i) divert or attempt to divert any business or customer of the Franchised Business to any competitor, by direct or indirect inducement or otherwise, or (ii) do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Marks or the System.
11.2 Post Termination Non-Competition Covenants.
- (a) For a period of two years after the date ("Termination Date") this Agreement is terminated, is canceled, or expires without renewal pursuant to section 5.2 of this Agreement, Master Franchisee agrees that neither Master Franchisee nor any Principal Equity Operator will (either directly or indirectly, for itself or themselves, or through, on behalf of, or in conjunction with, any person, persons, partnership, corporation or other entity) operate, manage, own, assist or hold an interest in (direct or indirect as an employee, officer, director, shareowner, partner or otherwise), or engage in, any competing business selling goods or offering services equivalent to BHC Products or the Franchised Business, within a radius of 25 miles of Master Franchisee's Territory or any other authorized retail location selling BHC Products, without Franchisor's express prior written consent, which consent may be withheld in Franchisor's sole and absolute discretion.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to the 2025 Bhc Franchise Disclosure Document, franchisees will receive access to proprietary information, including information regarding the operational, sales, promotional, and marketing methods and techniques of the Bhc system, as well as Bhc's trade secrets.
Bhc grants franchisees access to this proprietary information and other confidential data and information. The material and information provided to the franchisee, including the contents of the Operations Manual, are considered trade secrets and are revealed in confidence. Bhc expressly reserves all rights with respect to the Marks, Proprietary Information, methods of operation, and other proprietary information, except as expressly granted to the franchisee in the agreement or the Operations Manual.
Bhc is the sole owner of all Proprietary Information, including the Trade Secrets. This information is imparted to the franchisee only because of their special status as a franchisee of the System. The Proprietary Information is not generally known to Bhc's industry or the public at large and is not known to the franchisee except by reason of such disclosure. The franchisee will acquire no interest in the Proprietary Information disclosed, other than the right to use it in the development and operation of the Franchised Bhc Restaurant during the term of the Agreement.