What are the specific obligations of a Bombs Away franchisee regarding the use of proprietary information, considering the information in Item 14 and the general obligations in Item 9?
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.
What This Means (2024 FDD)
According to Bombs Away's 2024 Franchise Disclosure Document, franchisees have several obligations regarding confidential information, both during the franchise term and after termination. During the franchise term, franchisees must adhere to Bombs Away's procedures for maintaining confidentiality, disclose confidential information to employees only when necessary for business operations, and avoid using such information in any unauthorized manner. They must also diligently protect the confidentiality of the information and promptly report any unauthorized use or disclosure. All confidential information is owned by Bombs Away.
Upon termination or expiration of the franchise agreement, the franchisee's obligations regarding confidential information continue. Franchisees must return all copies of the manual, confidential information, and other materials provided by Bombs Away, including items containing trademarks and copyrights. They are also required to delete all confidential and proprietary materials from their electronic devices. These post-termination obligations are designed to protect Bombs Away's proprietary information and prevent it from being used to compete against the franchise system.
In addition to these specific obligations, Bombs Away franchisees must also adhere to marketing guidelines to protect the brand. Franchisees cannot conduct any marketing, advertising, or public relations activities without Bombs Away's approval. Bombs Away may operate social media accounts on behalf of the system or permit franchisees to operate their own accounts, subject to system standards and social media policies. Franchisees must implement any marketing plans or campaigns determined by Bombs Away. Bombs Away also has the right to use any marketing materials developed by or for the franchisee.
These provisions highlight the importance Bombs Away places on protecting its confidential information and brand identity. Prospective franchisees should carefully review these obligations to understand the full scope of their responsibilities and the potential consequences of non-compliance. They should also consider how these restrictions might impact their ability to operate other businesses or engage in competitive activities, both during and after the franchise term.