What constitutes the Proprietary Information that Big Apple Bagels possesses?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
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 wide array of confidential and exclusive details crucial to the operation and success of a Big Apple Bagels store. This includes site selection criteria, training and operations manuals, recipes for products sold, and the specific methods, formats, and systems used in developing and running the stores. Also included are sales and marketing techniques, advertising programs, knowledge of suppliers for inventory, customer data, and financial performance data of other Big Apple Bagels stores. Furthermore, graphic designs, proprietary software, and related intellectual property are considered Proprietary Information.
Big Apple Bagels will disclose this Proprietary Information to franchisees through various means, such as sample drawings and specifications for store development, training programs, the Operations Manual, and ongoing guidance provided during the franchise agreement term. Franchisees acknowledge that they only have the right to use this information for operating their Big Apple Bagels store and cannot use or duplicate it in any other business, as this would be considered unfair competition. Franchisees must maintain the absolute confidentiality of the Proprietary Information during and after the term of the agreement and prevent unauthorized use or disclosure.
However, the FDD stipulates that information is not considered Proprietary Information if the franchisee can prove it was already known to them before Big Apple Bagels disclosed it, or if it was already generally known in the industry through publication without violating any obligations to Big Apple Bagels. The franchisee bears the burden of proving these exclusions. This highlights the importance of franchisees protecting the confidentiality of the information provided by Big Apple Bagels to maintain the integrity of the franchise system and its competitive advantage.