What information is excluded from Big Apple Bagels' Proprietary Information?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
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, there are specific exclusions to what is considered Proprietary Information. This means that certain types of knowledge or data are not protected under the confidentiality agreements that franchisees must adhere to.
Specifically, Proprietary Information does not include information that the franchisee can prove they already possessed before Big Apple Bagels disclosed it, either directly or indirectly. Additionally, information that was already publicly known in the industry at the time of disclosure, through lawful means and without violating any obligations to Big Apple Bagels, is also excluded. Finally, any information that becomes publicly known in the industry after Big Apple Bagels' disclosure, again through lawful means and without violating any obligations, is not considered Proprietary Information.
However, the FDD stipulates that if Big Apple Bagels designates something as Proprietary Information, the burden of proof falls on the franchisee to demonstrate that one of these exclusions applies. This places a significant responsibility on the franchisee to document and prove the prior knowledge or public availability of the information in question. This clause protects Big Apple Bagels' trade secrets and confidential information while acknowledging that not all information can or should be protected indefinitely.