How does Big Apple Bagels disclose the Proprietary Information to the Developer?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPTS (FDD pages 87–319)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, the Proprietary Information will be disclosed to the Developer through guidance and assistance provided under the Franchise Agreements. This disclosure includes furnishing sample drawings and specifications for the development and operation of the stores, training programs, and the Operations Manual. The Proprietary Information encompasses a range of elements critical to the Big Apple Bagels system, such as site selection criteria, training and operations materials, recipes, methods, sales and marketing techniques, supplier knowledge, customer data, operating results, and intellectual property like graphic designs and software. Any information designated as confidential or proprietary by Big Apple Bagels is considered Proprietary Information.
Big Apple Bagels ensures that the Developer understands the limitations on the use of Proprietary Information. The Developer only has the right to use this information for the development and operation of Big Apple Bagels stores as outlined in the agreement. The duplication or use of this information in any other business is considered an unfair method of competition. The Developer must maintain absolute confidentiality during and after the agreement term, prevent unauthorized copies, and implement procedures to avoid unauthorized use or disclosure, including non-disclosure agreements with employees.
However, the Proprietary Information does not include information that the Developer lawfully possessed before receiving it from Big Apple Bagels, information already publicly known in the industry without violating any obligations to Big Apple Bagels, or information that later becomes publicly known without any violation. The burden of proof falls on anyone claiming that certain information is not Proprietary Information to demonstrate that one of these exclusions applies. This ensures that Big Apple Bagels' trade secrets and confidential information remain protected while allowing the Developer to operate the franchise effectively.