What is considered 'Confidential Information' in the Bombs Away franchise agreement?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
the exclusive right to control any prosecution or defense of any Action related to possible infringement of or by the Marks.
- 12.4 Name. If Franchisee is an entity, it shall not use the words "Bombs Away" or any confusingly similar words in its legal name.
ARTICLE 13. COVENANTS
13.1 Confidential Information. With respect to all Confidential Information, Franchisee shall (a) adhere to all procedures prescribed by Bombs Away Franchising for maintaining confidentiality, (b) disclose such information to its employees only to the extent necessary for the operation of the Business; (c) not use any such information in any other business or in any manner not specifically authorized in writing by Bombs Away Franchising, (d) exercise the highest degree of diligence and effort to maintain the confidentiality of all such information during and after the term of this Agreement, (e) not copy or otherwise reproduce any Confidential Information, and (f) promptly report any unauthorized disclosure or use of Confidential Information. Franchisee acknowledges that all Confidential Information is owned by Bombs Away Franchising (except for Confidential Information which Bombs Away Franchising licenses from another person or entity). This Section will survive the termination or expiration of this Agreement indefinitely.
13.2 Covenants Not to Compete.
- (a) Restriction In Term. During the term of this Agreement, neither Franchisee, any Owner, nor any spouse of an Owner (the "Restricted Parties") shall directly or indirectly have any ownership interest in, lend money or provide financial assistance to, provide any services to, or be employed by, any Competitor.
- (b) Restriction Post Term. For two years after this Agreement expires or is terminated for any reason (or, if applicable, for two years after a Transfer), no Restricted Party shall directly or indirectly have any ownership interest in, lend money or provide financial assistance to, provide any services to, or be employed by, any Competitor operating in any of Franchisee's Territory or
the territory of any other Bombs Away business operating on the date of termination or transfer, as applicable.
- (c) Interpretation. The parties agree that each of the foregoing covenants is independent of any other covenant or provision of this Agreement. If all or any portion of the covenants in this Section is held to be unenforceable or unreasonable by any court or arbitrator, then the parties intend that the court or arbitrator modify such restriction to the extent reasonably necessary to protect the legitimate business interests of Bombs Away Franchising. Franchisee agrees that the existence of any claim it may have against Bombs Away Franchising shall not constitute a defense to the enforcement by Bombs Away Franchising of the covenants of this Section. If a Restricted Party fails to comply with the obligations under this Section during the restrictive period, then the restrictive period will be extended an additional day for each day of noncompliance.
- 13.3 General Manager and Key Employees. If requested by Bombs Away Franchising, Franchisee will cause its general manager and other key employees to sign Bombs Away Franchising's then-current form of confidentiality and non-compete agreement (unless prohibited by applicable law).
**ARTICLE 14.
Source: Item 22 — CONTRACTS (FDD pages 35–36)
What This Means (2024 FDD)
According to Bombs Away's 2024 Franchise Disclosure Document, Confidential Information includes adherence to security procedures for maintaining confidentiality, disclosing information to employees only to the extent necessary for business operation, and refraining from using such information in any other business unless specifically authorized by Bombs Away Franchising. Franchisees must exercise a high degree of diligence to maintain confidentiality during and after the franchise term, avoid copying or reproducing confidential information, and promptly report any unauthorized disclosure or use. All Confidential Information is owned by Bombs Away Franchising, except for information Bombs Away Franchising licenses from another entity.
Customer data and other non-public data generated by the Bombs Away business are also classified as Confidential Information and are exclusively owned by Bombs Away Franchising. Bombs Away Franchising licenses this data back to the franchisee for use in connection with the business during the agreement term. Franchisees are also required to disclose all ideas, plans, improvements, concepts, methods, and techniques related to the business, known as "Innovations," to Bombs Away Franchising, which will automatically own these Innovations and have the right to incorporate them into the system without compensating the franchisee.
These confidentiality obligations survive the termination or expiration of the Franchise Agreement indefinitely, meaning that even after the franchise relationship ends, the franchisee must continue to protect this information. Upon termination, franchisees must return all copies of the Manual, Confidential Information, and any other materials provided by Bombs Away Franchising, and delete all Confidential Information from electronic devices. Additionally, if Bombs Away Franchising provides email accounts or other communication systems, franchisees acknowledge no expectation of privacy and authorize Bombs Away Franchising to access such communications.