What steps must Body Brain Center franchisees and Owners take to protect the confidentiality of the Know-how?
Body_Brain_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
You acknowledge that the Know-how is proprietary and a trade secret of ours.
The Know-how is disclosed to you solely on the condition that you agree, and you do agree, that you: (i) will not use the Know-how in any business or capacity other than the operation of a Body & Brain Center pursuant to the terms of a Franchise Agreement; (ii) will maintain the confidentiality of the Know-how and not disclose any of the Know-how to any person at any time; (iii) will not make unauthorized copies of any portion of the Know-how disclosed in written or electronic form; and (iv) will adopt and implement all reasonable procedures that we require to prevent unauthorized use or disclosure of any of the Know-how.
- 14.6 Employees and Others Associated with You.
You must ensure that all of your employees, officers, directors, partners, members, independent contractors and other persons associated with you or your Business who may have access to our Know-how sign and send us a Brand Protection Agreement before having access to our Know-how.
You must use your best efforts to ensure that these individuals comply with the terms of the Brand Protection Agreements and you must immediately notify us of any breach that comes to your attention.
You agree to reimburse us for all reasonable expenses that we incur in enforcing a Brand Protection Agreement, including reasonable attorneys' fees and court costs.
The Owners also acknowledge that it would be difficult for us to prove whether the Owners disclosed the Know-how to family members.
Therefore, each Owner agrees that he or she will be presumed to have violated the terms of Section 14 if any member of his or her immediate family
engages in any Prohibited Activities or uses or discloses the Know-how. However, the Owner may rebut this presumption by furnishing evidence conclusively showing that the Owner did not disclose the Knowhow to the family member.
Source: Item 23 — RECEIPT (FDD pages 43–178)
What This Means (2025 FDD)
According to the 2025 Body Brain Center Franchise Disclosure Document, franchisees must take several steps to protect the confidentiality of the franchisor's Know-how. Franchisees must ensure that all employees, officers, directors, partners, members, independent contractors, and other associated individuals who may access the Know-how sign and submit a Brand Protection Agreement before they are granted access. Franchisees are also obligated to use their best efforts to ensure that these individuals comply with the terms outlined in the Brand Protection Agreements. Furthermore, franchisees must immediately inform Body Brain Center of any breaches of these agreements that come to their attention. Franchisees are responsible for reimbursing Body Brain Center for all reasonable expenses, including attorney's fees and court costs, incurred in enforcing a Brand Protection Agreement.
Additionally, franchisees must acknowledge that the Know-how is proprietary and a trade secret of Body Brain Center. Franchisees must agree not to use the Know-how in any business or capacity other than the operation of their Body & Brain Center, and they must maintain the confidentiality of the Know-how, refraining from disclosing it to any person at any time. Unauthorized copies of any portion of the Know-how, whether in written or electronic form, are prohibited. Franchisees are required to adopt and implement all reasonable procedures mandated by Body Brain Center to prevent unauthorized use or disclosure of the Know-how.
Owners also acknowledge that it would be difficult for Body Brain Center to prove whether the Owners disclosed the Know-how to family members. Therefore, each Owner agrees that he or she will be presumed to have violated the terms of Section 14 if any member of his or her immediate family engages in any Prohibited Activities or uses or discloses the Know-how. However, the Owner may rebut this presumption by furnishing evidence conclusively showing that the Owner did not disclose the Knowhow to the family member.
These measures are in place to protect Body Brain Center's intellectual property and maintain the integrity of the franchise system. Failure to comply with these confidentiality terms can result in substantial and irreparable damage to Body Brain Center and its franchisees, potentially leading to legal action and financial liabilities for the franchisee.