What confidentiality obligations does a Big Apple Bagels developer have regarding the Proprietary Information?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
or provided it to Developer directly or indirectly; which, at the time Franchisor disclosed it to Developer, already had lawfully become generally known in the industry through publication or communication by others (without violating an obligation to Franchisor); or which, after Franchisor disclosed it to Developer, lawfully becomes generally known in the industry through publication or communication by others (without violating an obligation to Franchisor). However, if Franchisor includes any matter in Proprietary Information, anyone who claims that it is not Proprietary Information must prove that one of the exclusions provided in this paragraph is fulfilled.
B. Limitations on Developer's Use. Developer acknowledges and agrees that he will not acquire any interest in the Proprietary Information, other than the right to utilize it in the
development and operation of Stores pursuant to this Agreement, and that the use or duplication of the Proprietary Information in any other business would constitute an unfair method of competition. Developer acknowledges and agrees that the Proprietary Information is confidential and a trade secret of Franchisor and is disclosed to Developer solely on the condition that Developer agrees, and Developer does hereby agree, that he: (1) will not use the Proprietary Information in any other business or capacity; (2) will maintain the absolute confidentiality of the Proprietary Information during and after the term of this Agreement; (3) will not make unauthorized copies of any portion of the Proprietary Information disclosed in written, visual, or electronic form; and (4) will adopt and implement all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use or disclosure of the Proprietary Information, including without limitation, restrictions on disclosure thereof to employees of BAGELS Stores and the use of nondisclosure and noncompetition clauses in employment agreements with employees and agents in the form prescribed by Franchisor, including naming Franchisor as an intended third party beneficiary.
- C.
Source: Item 23 — RECEIPTS (FDD pages 87–319)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, a developer has significant confidentiality obligations regarding the Proprietary Information. The developer acknowledges that the Proprietary Information is confidential and a trade secret of Big Apple Bagels. The developer's right to use this information is limited to the development and operation of Big Apple Bagels stores under the agreement. Using or duplicating this information in any other business is considered an unfair method of competition.
The developer must maintain absolute confidentiality of the Proprietary Information both during and after the term of the agreement. They are prohibited from using the Proprietary Information in any other business or capacity. Additionally, the developer cannot make unauthorized copies of any Proprietary Information disclosed in written, visual, or electronic form.
The developer is also required to implement reasonable procedures to prevent unauthorized use or disclosure of the Proprietary Information. This includes placing restrictions on disclosing the information to employees of Big Apple Bagels stores and using non-disclosure and non-competition clauses in employment agreements with employees and agents. These agreements must be in the form prescribed by Big Apple Bagels, which includes naming Big Apple Bagels as an intended third-party beneficiary. Big Apple Bagels emphasizes that it grants development rights to the developer partly in consideration of, and reliance upon, the developer's agreement to deal exclusively with Big Apple Bagels.