What is the definition of 'Proprietary Information' as it relates to the Big Apple Bagels franchise system?
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 the 2025 Big Apple Bagels Franchise Disclosure Document, Proprietary Information encompasses trade secrets and confidential details related to the development and operation of Big Apple Bagels stores. This includes, but isn't limited to, site selection criteria, training and operations manuals, recipes, methods, systems, sales and marketing techniques, marketing and advertising programs, supplier information, customer data, operating results, financial performance, graphic designs, and proprietary software. Big Apple Bagels will disclose this Proprietary Information to the franchisee through sample drawings, specifications, training programs, the Operations Manual, and ongoing guidance.
Big Apple Bagels franchisees acknowledge they won't acquire any ownership interest in the Proprietary Information, other than the right to use it within the scope of their franchise agreement. Franchisees are restricted from using the Proprietary Information for any unauthorized purpose.
However, information is not considered Proprietary Information if the franchisee can prove it was already known to them, or if it was already publicly available in the industry without violating any obligations to Big Apple Bagels. If Big Apple Bagels designates certain information as Proprietary, the burden of proof falls on anyone claiming it is not to demonstrate that one of these exclusions applies.