What constitutes 'Confidential Information' related to a Black Bear Diner franchise?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges that certain information related to its participation in the Website or any intranet/extranet system may be considered Confidential Information, including without limitation access codes and identification codes.
Developer specifically acknowledges that, pursuant to this Agreement, Developer will receive valuable specialized training and confidential information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System. Developer covenants that during the term of this Agreement, except as otherwise approved in writing by Franchisor, Developer shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership corporation or entity:
Developer agrees that upon termination or expiration of this Agreement, it and all of its employees, agents or other representatives will immediately cease to use and will maintain the absolute confidentiality of any Confidential Information disclosed or otherwise learned or acquired by Developer and will not use such Confidential Information in any business or otherwise.
All ideas, concepts, techniques, or materials relating to a Black Bear Diner restaurant, whether or not protectable intellectual property and whether created by or for Franchisee, must be promptly disclosed to Franchisor and will be deemed to be the exclusive property of Franchisor, part of the franchise system, and works made-for-hire for Franchisor.
All information which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, except information which Developer can demonstrate came to its attention by lawful means prior to disclosure thereof by Franchisor, or which, at or after the time of disclosure by Franchisor to Developer, had become or later becomes a part of the public domain, through publication or communication by others.
Franchisor reserves the right to require that Franchisee enter into confidentiality agreements with certain individuals including Franchisee's shareholders, officers, directors, partners, employees, members, managers, and spouses of each pursuant to a form of agreement as approved by Franchisor.
Source: Item 23 — RECEIPT (FDD pages 56–243)
What This Means (2025 FDD)
According to the 2025 Black Bear Diner Franchise Disclosure Document, confidential information includes data related to participation on the Black Bear Diner website or any intranet/extranet system, including access codes and identification codes. Black Bear Diner designates information as confidential, except for information that the franchisee can demonstrate was already known through lawful means or has become public knowledge through no fault of their own.
Black Bear Diner's definition extends to valuable specialized training and information regarding operational, sales, promotional, and marketing methods and techniques of Black Bear Diner and its System. Franchisees receive this confidential information during the term of the agreement. Upon termination or expiration of the agreement, franchisees must maintain absolute confidentiality of any confidential information disclosed or learned and cannot use it in any business or otherwise.
Black Bear Diner also maintains ownership of all ideas, concepts, techniques, or materials related to a Black Bear Diner restaurant, whether or not it is protectable intellectual property. Franchisees must disclose any of these items to Black Bear Diner, and they become the exclusive property of Black Bear Diner. Black Bear Diner also reserves the right to require franchisees to enter into confidentiality agreements with certain individuals, including shareholders, officers, directors, partners, employees, members, managers, and spouses.