Are Black Bear Diner franchisee officers required to sign nondisclosure agreements?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
edged to be Franchisor's property);
- (h) assign to Franchisor, at Franchisor's option, all telephone numbers (and associated listings) for the Franchised Restaurant; and
(i) comply with all other applicable provisions of this Agreement including the noncompete provisions.
17. FRANCHISEE'S COVENANTS NOT TO COMPETE
17.1 During Term
Franchisee specifically acknowledges that pursuant to this Agreement, Franchisee will receive valuable training and Confidential Information of Franchisor and the System. Accordingly, Franchisee and the Personal Guarantors will not, during the term of this Agreement, on their own account or as an employee, agent, consultant, affiliate, licensee, partner, officer, director, or shareholder of any other person, firm, entity, partnership or corporation, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in, or assist any person or entity engaged in any Competitive Business, except with the prior written consent of the Franchisor.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD page 39)
What This Means (2025 FDD)
The 2025 Black Bear Diner Franchise Disclosure Document does not explicitly state that franchisee officers are required to sign nondisclosure agreements. However, the document does state that franchisees will receive valuable training and confidential information, and as such, are subject to certain covenants. Specifically, during the term of the agreement, franchisees and personal guarantors are restricted from involvement in any competitive business, except with prior written consent from Black Bear Diner. This restriction applies to their own account or as an employee, agent, consultant, affiliate, licensee, partner, officer, director, or shareholder of another entity.
Furthermore, even after the agreement expires or terminates, franchisees and personal guarantors are subject to a non-compete covenant for two years. During this period, they cannot own an interest in, manage, operate, or act as a consultant for any competitive business within a 25-mile radius of the approved location or any other Black Bear Diner restaurant. This suggests that protecting confidential information is a key concern for Black Bear Diner, and while a specific nondisclosure agreement for officers isn't mentioned, the non-compete clauses serve a similar purpose.
A prospective franchisee should clarify with Black Bear Diner whether officers or other individuals associated with the franchisee entity are required to sign separate nondisclosure agreements in addition to the franchisee's obligations. Understanding the full scope of confidentiality obligations is crucial for ensuring compliance and avoiding potential legal issues.