As an employee of a Body Brain Center franchisee, what is my responsibility regarding the confidentiality of the Know-how?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPT]
"System" means our unique system for the operation of a Body & Brain Center, the distinctive characteristics of which include logo, trade secrets, concept, proprietary programs and products, confidential operations manuals, marketing techniques and strategies, Solar Body Method of systemized training, coaching system (including specially developed media content and merchandise) and operating
system.
- **2.
Background.** You are an employee, director, officer, member, partner or independent contractor of Franchisee.
As a result of this association, you may gain knowledge of our System and Know-how.
You understand that protecting our Intellectual Property is vital to our success and that of our franchisees and that you could seriously jeopardize our entire franchise system if you were to unfairly compete with us.
In order to avoid such damage, you agree to comply with the terms of this Agreement.
- **3.
Our Know-how and Intellectual Property**.
You agree: (i) you will not use the Know-how in any business or capacity other than the Body & Brain Center operated by Franchisee; (ii) you will maintain the confidentiality of the Know-how at all times; (iii) you will not make unauthorized copies of documents containing any Know-how; (iv) you will take such reasonable steps as we may ask of you from time to time to prevent unauthorized use or disclosure of the Know-how; and (v) you will stop using the Know-how immediately if you are no longer an employee, director, officer, member, partner or independent contractor of Franchisee.
You further agree that you will not use our Intellectual Property for any purpose other than the performance of your duties for Franchisee within the scope of your employment or other engagement with Franchisee.
- **4.
Unfair Competition During Relationship**.
You agree not to unfairly compete with us at any time while you are an employee, director, officer, member, partner or independent contractor of Franchisee by engaging in any Prohibited Activities.
- 5.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, as an employee, director, officer, member, partner, or independent contractor of a Body Brain Center franchisee, you have specific responsibilities regarding the confidentiality of the brand's Know-how and intellectual property. The Know-how includes trade secrets and proprietary information related to the development or operation of a Body & Brain Center, such as methods, techniques, specifications, procedures, marketing strategies, and information comprising the System and the Manual. The System encompasses the unique operational system, logo, trade secrets, concept, programs, products, manuals, marketing techniques, and training methods. Intellectual Property includes the Marks, Copyrights, Know-how, Improvements and System.
Your responsibilities include not using the Know-how in any business or capacity other than the Body Brain Center operated by the franchisee. You must maintain the confidentiality of the Know-how at all times and avoid making unauthorized copies of documents containing it. Additionally, you are required to take reasonable steps to prevent unauthorized use or disclosure of the Know-how and must cease using it immediately if you are no longer associated with the franchisee. You are also prohibited from using Body Brain Center's Intellectual Property for any purpose outside your duties for the franchisee.
Furthermore, you must sign a Brand Protection Agreement before accessing the Know-how, ensuring compliance with its terms. Body Brain Center requires franchisees to ensure that all associated individuals with access to their Know-How sign and adhere to the Brand Protection Agreement. Failure to comply with these confidentiality obligations can result in substantial and irreparable damage to Body Brain Center and its franchisees, potentially leading to legal repercussions. You also agree not to unfairly compete with Body Brain Center at any time while you are an employee, director, officer, member, partner or independent contractor of Franchisee by engaging in any Prohibited Activities.