Are developments, inventions, improvements, or modifications based upon proprietary information considered 'Confidential Information' for a Bhc franchise?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
foregoing, the term "Confidential Information" includes, without limitation: (i) the Operations Manual; (ii) all technical and non-technical information, including without limitation, information concerning finances, financing and capital raising plans, accounting or marketing, business opportunities, affiliate lists, business plans, forecasts, predictions, projections, recipes, products, research, development, and know-how; (iii) "Intellectual Property" (as defined in this Article 1), the Marks, BHC Products, insignias, designs, and materials subject to copyright, patent, or trademark registration; (iv) any developments, inventions, improvements, additions, modifications, enhancements, derivatives, ideas, reports, analyses, opinions, studies, data or other materials or work product, whether prepared by Franchisor or otherwise, that contain or are based upon the "Proprietary Information" (as defined in this Article 1); (v) information regarding customers and potential customers of the Franchised Business, including customer lists, names, needs or desires with respect to the products or services offered, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of the Franchised Business and other non-public information relating to customers and potential customers; (vi) information regarding any of Franchisor's business partners or affiliates and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by the discloser, and other non-public information relating to business partners; (vii) information regarding personnel, including compensation and personnel files; and (viii) any other non-public information that a competitor of Franchisor could use to the competitive disadvantage of Franchisor.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, developments, inventions, improvements, additions, modifications, enhancements, derivatives, ideas, reports, analyses, opinions, studies, data, or other materials or work product that contain or are based upon the proprietary information are considered confidential information. This applies whether these items are prepared by Bhc or otherwise.
This means that any new creations, changes, or advancements related to Bhc's proprietary information are also protected as confidential. This broad definition ensures that Bhc maintains control over its intellectual property and trade secrets. Franchisees must treat all such information as confidential, safeguarding it from unauthorized use or disclosure.
For a prospective Bhc franchisee, this underscores the importance of protecting Bhc's confidential information. It extends beyond the initial training and Operations Manual to include any subsequent developments or improvements to the system. Franchisees are responsible for ensuring that their employees and agents also adhere to these confidentiality obligations, both during the term of the franchise agreement and afterward.