How might Big Apple Bagels disclose Proprietary Information to the Franchisee?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Franchisee through furnishing Franchisee sample drawings and specifications for development and operation of the Store, training programs, the BAGELS Operations Manual, and through guidance furnished to Franchisee during the term of this Agreement.
Proprietary Information does not include information, knowledge, or know-how which Franchisee can demonstrate lawfully came to Franchisee's attention before Franchisor provided it to Franchisee directly or indirectly; which, at the time Franchisor disclosed it to Franchisee, 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 Franchisee, lawfully becomes generally known in the industry through publication or communication by others (without violating an obligation to Franchisor). However, if Franchisor designates any material as 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 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, the brand may disclose Proprietary Information to franchisees through several channels. These include providing sample drawings and specifications for the development and operation of the store, which would cover aspects of store design and layout. Big Apple Bagels also uses training programs to impart Proprietary Information, ensuring franchisees understand the brand's specific methods and standards.
The BAGELS Operations Manual serves as another key method for disclosing Proprietary Information. This manual likely contains detailed procedures, recipes, and operational guidelines critical to running a Big Apple Bagels franchise. Furthermore, Big Apple Bagels provides ongoing guidance to franchisees during the term of the franchise agreement, which allows for continuous transfer of Proprietary Information and support in implementing the brand's systems and processes.
It is important to note that any information Big Apple Bagels designates as confidential or proprietary is considered Proprietary Information. However, there are exceptions. Information that the franchisee can prove was already known to them, or was publicly available in the industry before disclosure by Big Apple Bagels, or becomes publicly known without violating any obligation to Big Apple Bagels, is not considered Proprietary Information. The franchisee bears the burden of proving these exceptions if challenged by Big Apple Bagels.