What right does a Black Bear Diner franchisee acquire regarding the Confidential Information?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
any Mark as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms designs, or symbols, or in any modifying words, terms designs or symbols, or in any modified form, nor may Developer use any Mark, in connection with any business or activity, other than the business conducted by Developer pursuant to Franchise Agreement(s) entered into between Developer and Franchisor, or in any other manner not explicitly authorized in writing by Franchisor.
6.2 Confidential Information
Except as hereinafter provided, Developer shall not, during the term of this Agreement or at any time thereafter, communicate, divulge, or use for the benefit of any other person or entity any Confidential Information which may be communicated to Developer or of which Developer may be apprised by virtue of Developer's activities under this Agreement or any Franchise Agreement with Franchisor. Developer may divulge such Confidential Information only to such of its employees as deemed necessary by Developer, and to other third parties with the prior written approval of 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. At Franchisor's request, Developer shall require its employees and any other person to whom Developer wishes to disclose any Confidential Information of Franchisor to execute covenants that they will maintain the confidentiality of such information.
7. TRANSFERS
7.1 By Franchisor
This Development Agreement and all rights hereunder can be assigned and transferred by Franchisor and, if so, shall be binding upon and inure to the benefit of Franchisor's successors and assigns;
Source: Item 23 — RECEIPT (FDD pages 56–243)
What This Means (2025 FDD)
According to Black Bear Diner's 2025 Franchise Disclosure Document, a franchisee's rights regarding confidential information are limited and carefully controlled. During the term of the Development Agreement or any Franchise Agreement, the franchisee cannot communicate, divulge, or use confidential information for the benefit of any other person or entity. They may only share confidential information with employees deemed necessary by the franchisee or with other third parties, but only with prior written approval from Black Bear Diner. Any information that Black Bear Diner designates as confidential is considered confidential, unless the franchisee can prove they already knew it lawfully before Black Bear Diner disclosed it, or if it becomes public knowledge through others' actions.
Black Bear Diner can also require the franchisee to have their employees and anyone else they want to share confidential information with sign agreements to maintain its confidentiality. This ensures that the confidential information remains protected and isn't misused or disclosed inappropriately.
Upon termination or expiration of the Franchise Agreement, the franchisee must cease using the confidential information. This includes the System, the Marks, and any distinctive forms, slogans, signs, symbols, logos, or devices associated with the Marks or System. The franchisee must also return the Manual and all other records, files, instructions, brochures, agreements, disclosure statements, and any other materials related to the operation of the Franchised Restaurant to Black Bear Diner, as all these items are acknowledged to be Black Bear Diner's property. This ensures that the franchisee no longer has access to or uses the confidential information after the agreement ends.