What are the specific obligations of a Bojangles franchisee regarding the confidentiality and use of the Manual and its contents?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
r an injunction against violation of, the requirements of this Paragraph VII.
VIII. CONFIDENTIAL MANUAL
- A. In order to protect the reputation and goodwill of Franchisor and to maintain high standards of operation under Franchisor's Proprietary Marks, Franchisee shall conduct its business in accordance with the Manual, one copy of which Franchisee acknowledges having received by electronic access or written copy on loan from Franchisor for the term of this Agreement. The Manual shall include manuals, memoranda, procedures, policies and other communications created by Franchisor that are posted on the Bojangles electronic portal or otherwise communicated to Franchisee in writing by email or hardcopy, whether or not noted as "Manual". If a posting is made to the Bojangles electronic portal, Franchisee shall be deemed to have notice of any changes or supplements to the Manual. Franchisee acknowledges and agrees that any required standards set forth in this Agreement and the Manual exist to protect Franchisor's interests in the System and the Proprietary Marks and not for the purpose of establishing any control or duty to take control over those matters that are reserved to Franchisee (including the day-to-day operation of the Restaurant and the conduct and management of Franchisee's employees).
- B. Franchisee shall at all times treat the Manual, any other manuals created for or approved for use in the operation of the Franchised Business, and the information contained therein, as confidential, and shall use all reasonable efforts to maintain such information as secret and confidential. Franchisee shall not at any time copy, duplicate, record, or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise make the same available to any unauthorized person.
- C. The Manual shall at all times remain the sole property of Franchisor.
- D. Franchisor may from time to time revise the contents of the Manual, and Franchisee expressly agrees to comply with each new or changed standard.
- E. Franchisee shall continuously review changes to the Manual as posted on the Bojangles electronic portal, and to otherwise keep current with the Manual. In the event of any dispute as to the contents of the Manual, the terms of the master copy of the Manual maintained by Franchisor's home office shall be controlling.
IX. CONFIDENTIAL INFORMATION
A. Franchisee shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of any other person, persons, partnership, association, corporation or limited liability company any confidential information, knowledge, or know-how concerning the methods of operation of the Franchised Business which may be communicated to Franchisee or of which Franchisee may be apprised by virtue of Franchisee's operation under the terms of this Agreement. Franchisee shall divulge such confidential information only to such of its employees as must have access to it in order to operate the Franchised Business, and Franchisee shall take such precautions as Franchisor deems necessary to ensure that Franchisee's employees retain such information in confidence. Any and all information, knowledge, know-how, and techniques which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, except information which Franchisee can demonstrate came to its attention prior to disclosure thereof by Franchisor; or which, at the time of disclosure by Franchisor to Franchisee, had become
a part of the public domain, through publication or communication by others; or which, after disclosure to Franchisee by Franchisor, becomes a part of the public domain, through publication or communication by others.
- В. Franchisee hereby acknowledges that pursuant to this Agreement, Franchisor will provide Franchisee with access to and training in processes and procedures of a proprietary nature and will provide Franchisee with access to and the right to use recipes and formulas, the Manual, logos, designs, trademarks, trade names and other proprietary information in connection with Franchisee's development and operation of the Restaurant. Franchisee acknowledges and agrees that Franchisee shall not at any time, whether during the term of this Agreement or after its expiration or earlier termination, disclose any information obtained through such training or from any materials provided by Franchisor to Franchisee and pertaining to the Bojangles System to any third party other than employees of Franchisee directly involved in the operations of the Restaurant. Further, Franchisee agrees that during the term of this Agreement and after its expiration or earlier termination, it shall not use any of such information or proprietary marks, including but not limited to any processes, procedures, recipes and formulas, for any purpose other than the operation of the Restaurant and will take all steps necessary to prevent any other use of them. Without limiting the foregoing, Franchisee specifically agrees that it shall not during the term of this agreement or after its expiration or earlier termination, offer for sale at any location, other than during the term of this Agreement the Restaurant being operated at that time pursuant to this Agreement, any food or drink products prepared using in whole or part the procedures, processes, techniques, recipes or formulas provided by Franchisor to Franchisee.
- C. Franchisee acknowledges that any failure to comply with the requirements of this Paragraph IX. will cause irreparable injury to Franchisor, and Franchisee agrees to pay all court costs and reasonable attorneys' fees incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Paragraph IX.
X. ACCOUNTING AND RECORDS
- A. Franchisee shall maintain during the term of this Agreement, and shall preserve for at least five (5) years from the dates of their preparation, full, complete, and accurate books, records, and accounts in accordance with generally accepted accounting principles and in the form and manner prescribed by Franchisor from time to time in the Manual or otherwise in writing.
- B. Franchisee shall submit to Franchisor, no later than the fifteenth (15th) day of each month during the term of this Agreement, after the opening of the Franchised Business, a statistical report and statement of receipts, in the form prescribed by Franchisor, accurately reflecting all Gross Sales during the preceding month and such other data or information as Franchisor may require.
- C.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, franchisees have several obligations regarding the confidentiality and use of the Manual. The Manual contains critical information for operating a Bojangles franchise, including manuals, memoranda, procedures, policies, and other communications. Franchisees must conduct their business in accordance with the Manual, acknowledging they receive a copy either electronically or in writing for the term of the agreement. Bojangles may revise the Manual, and franchisees must comply with any new or changed standards. Franchisees are expected to continuously review changes posted on the Bojangles electronic portal to stay current with the Manual. In case of disputes, the master copy maintained by Bojangles at its home office will be controlling. Franchisees must use the provided email address and the Bojangles electronic portal for updates and communications. If a franchisee develops any new concepts or improvements related to the Bojangles system, they must promptly notify Bojangles and provide all related information. Franchisees must also sell only those beverage product brands specified by Bojangles, who retains the right to make changes to the beverage product brands offered. Franchisees must keep the parking area well-lit and for the exclusive use of restaurant customers. Bojangles and its agents have the right to enter the restaurant premises for inspections, and franchisees must cooperate with these inspections and correct any deficiencies immediately. Franchisees must also grant Bojangles and its agents the right to enter upon the Restaurant premises at any time for the purpose of conducting inspections; shall cooperate with Franchisor's representatives in such inspections by rendering such assistance as they may reasonably request; and, upon notice from Franchisor or its agents and without limiting Franchisor's other rights under this Agreement, shall take such steps as may be necessary to correct immediately any deficiencies detected during any such inspection. Should Franchisee, for any reason, fail to correct such deficiencies within a reasonable time as determined by Franchisor, Franchisor shall have the right and authority (without, however, any obligation to do so) to correct such deficiencies and to charge Franchisee a reasonable fee for Franchisor's expenses in so acting, payable by Franchisee immediately upon demand. The foregoing shall be in addition to such other remedies as Franchisor may have. Without limiting any other provision or requirement of the Agreement, Franchisee agrees to sell only those beverage product brands specified by Franchisor, including all soft drinks and cola products. Franchisor specifically retains the right to make additions or changes to the beverage product brands offered by Franchisee. Franchisee agrees to utilize the e-mail address provided by Franchisor and to utilize the Bojangles electronic portal, and review its content regularly for purposes of receiving updates, notice of Manual or policy changes and other communications from Franchisor. If Franchisee develops any new concepts, processes or improvements relating to the System, whether or not pursuant to a Franchisor authorized test, Franchisee promptly shall notify Franchisor and provide Franchisor with all information regarding the new concept, process. Franchisees must treat the Manual and its contents as confidential, using reasonable efforts to keep the information secret. They are prohibited from copying, duplicating, recording, or reproducing the Manual, in whole or in part, and from making it available to unauthorized persons. The Manual remains the sole property of Bojangles. Bojangles will provide franchisees with access to and training in processes and procedures of a proprietary nature and will provide Franchisee with access to and the right to use recipes and formulas, the Manual, logos, designs, trademarks, trade names and other proprietary information in connection with Franchisee's development and operation of the Restaurant. Franchisee acknowledges and agrees that Franchisee shall not at any time, whether during the term of this Agreement or after its expiration or earlier termination, disclose any information obtained through such training or from any materials provided by Franchisor to Franchisee and pertaining to the Bojangles System to any third party other than employees of Franchisee directly involved in the operations of the Restaurant. Further, Franchisee agrees that during the term of this Agreement and after its expiration or earlier termination, it shall not use any of such information or proprietary marks, including but not limited to any processes, procedures, recipes and formulas, for any purpose other than the operation of the Restaurant and will take all steps necessary to prevent any other use of them. Without limiting the foregoing, Franchisee specifically agrees that it shall not during the term of this agreement or after its expiration or earlier termination, offer for sale at any location, other than the Restaurant being operated at that time pursuant to this Agreement, any food or drink products prepared using in whole or part the procedures, processes, techniques, recipes or formulas provided by Franchisor to Franchisee. Franchisee acknowledges that any failure to comply with the requirements of this Paragraph XI. will cause irreparable injury to Franchisor, and Franchisee agrees to pay all court costs and reasonable attorneys' fees incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Paragraph XI.