What rights does a Big Apple Bagels franchisee acquire regarding the Proprietary Information?
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 Franchisee's Store; and
graphic designs, proprietary software, and related intellectual property
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, franchisees are granted access to the franchisor's Proprietary Information, which includes trade secrets and confidential details essential for operating a Big Apple Bagels store. This information encompasses site selection criteria, training and operations manuals, recipes, methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience. It also extends to marketing and advertising programs, knowledge of suppliers, customer data, graphic designs, proprietary software, and related intellectual property.
Big Apple Bagels discloses this Proprietary Information through various means, such as sample drawings, specifications for store development and operation, training programs, the BAGELS Operations Manual, and ongoing guidance during the franchise term. Franchisees are expected to maintain the confidentiality of this information and use it solely for the operation of their Big Apple Bagels store.
However, the franchisee's rights to the Proprietary Information are conditional. If the franchise agreement terminates, the franchisee must immediately cease using any of the Proprietary Information and return all copies of the BAGELS Operations Manual and other confidential materials to Big Apple Bagels. The Proprietary Information does not include information that the franchisee lawfully possessed before receiving it from Big Apple Bagels, or information that was already publicly known in the industry without violating any obligations to Big Apple Bagels.