What is considered Proprietary Information related to a Big Apple Bagels franchise?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
A. The Proprietary Information. Franchisor possesses certain proprietary information, some of which constitutes trade secrets under applicable law ("the Proprietary Information") relating to developing and operating BAGELS Stores, including (without limitation):
site selection criteria;
training and operations materials and manuals;
recipes of products sold in BAGELS Stores;
methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience used in developing and operating BAGELS Stores;
marketing and advertising programs for BAGELS Stores;
knowledge of, specifications for, and suppliers of inventory other products and supplies;
customer data and customer lists, including names, addresses and other information;
knowledge of the operating results and financial performance of BAGELS Stores other than Developer's Stores; and
graphic designs, proprietary software, and related intellectual property
Franchisor will disclose the Proprietary Information to Developer in providing guidance and assistance to Developer under Franchise Agreements.
Any and all information, processes or techniques which Franchisor designates as confidential or proprietary shall be deemed Proprietary Information. Franchisor may disclose the Proprietary Information to Developer through furnishing Developer sample drawings and specifications for development and operation of the Stores, training programs, the Operations Manual, and through guidance furnished to Developer during the term of this Agreement.
Proprietary Information does not include information, knowledge, or know-how which Developer can demonstrate lawfully came to Developer's attention before Franchisor 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
Source: Item 23 — RECEIPTS (FDD pages 87–319)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, Proprietary Information encompasses a range of confidential details crucial to the operation of a Big Apple Bagels store. This includes site selection criteria, training and operations manuals, recipes, methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience used in developing and operating Big Apple Bagels stores. It also extends to marketing and advertising programs, knowledge of suppliers for inventory, customer data, operating results, financial performance, graphic designs, proprietary software, and related intellectual property.
Big Apple Bagels will disclose this Proprietary Information to the franchisee to provide guidance and assistance under the Franchise Agreements. This disclosure may occur through sample drawings and specifications, training programs, the Operations Manual, and ongoing guidance during the agreement term. Any information that Big Apple Bagels designates as confidential is also considered Proprietary Information.
However, there are exceptions. Information that the franchisee can prove they already knew lawfully, or that was already publicly known in the industry without violating any obligations to Big Apple Bagels, is not considered Proprietary Information. The franchisee has the burden of proving these exceptions. Franchisees are granted the right to use the Proprietary Information solely for the development and operation of their Big Apple Bagels store, and any other use or duplication is considered unfair competition. Franchisees must maintain the confidentiality of this information during and after the term of the agreement, and implement procedures to prevent unauthorized use or disclosure, including using non-disclosure and non-competition agreements with employees.