What is the Bonchon franchisee's obligation regarding the confidentiality of the Bonchon Software and related information provided by Bonchon?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
visions or additions to the Bonchon Software, Licensor specifically reserves the right to charge Licensee for them at the prices and on the terms that Licensor determines at its sole option, including, without limitation, any costs associated with installation of computer hardware, equipment, connections, data systems, software, etc. Any updates, replacements, revisions, enhancements, additions or conversions to the Bonchon Software furnished by Licensor to Licensee will become part of the "Software" under this Agreement and subject to this Agreement.
1.03 Rights of Licensor
Licensee recognizes that Licensor is supplying the Bonchon Software and all additional materials and information, including but not limited to all processes, ideas, data and printed material, to Licensee subject to Licensor's proprietary rights. Licensee agrees with Licensor that the Bonchon Software and all information and/or data supplied by Licensor in any form, including but not limited to machine-readable and/or printed form, are trade secrets of Licensor embodying substantial creative efforts and confidential information, ideas, and expressions, are protected by civil and criminal law, and by the law of copyright, are very valuable to Licensor, and that their use and disclosure must be carefully and continuously controlled. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software as confidential in accordance with the confidentiality requirements and conditions set forth in this Agreement. Licensor is not obligated to provide and Licensee acquires no right of any kind under this Agreement with respect to any source code for the Software.
1.04 Title
Licensor retains title to the Bonchon Software, the system documentation manuals, any additional materials and information furnished by Licensor in any form (including but not limited to object, machine-readable and/or printed form).
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, franchisees have strict obligations regarding the confidentiality of the Bonchon Software and related information. Bonchon considers the software and all associated materials, processes, ideas, data, and printed material as proprietary trade secrets. These trade secrets embody substantial creative efforts and confidential information, ideas, and expressions that are protected by civil and criminal law, as well as copyright law. Bonchon emphasizes the high value of this information and the necessity for continuous and careful control of its use and disclosure.
As a Bonchon franchisee, you must treat the Bonchon Software as confidential and ensure that your employees do the same. This includes taking precautions to prevent unauthorized access, use, or disclosure of the software and related information. The agreement specifies that Bonchon is not obligated to provide the source code for the software, and franchisees acquire no rights to it under the agreement. This underscores the importance of maintaining the confidentiality of the software, as franchisees are only granted the right to use it, not to modify or distribute it.
Upon termination or expiration of the franchise agreement, the franchisee's obligations regarding the Bonchon Software remain in effect. Franchisees must immediately return all copies of the Bonchon Software, including all computer software, and return or delete any off-line copies of proprietary data, whether saved on memory drives, online, or via other storage media. This obligation extends beyond the term of the agreement, ensuring that the confidential information remains protected even after the franchise relationship ends. Failure to comply with these confidentiality obligations can result in legal action and significant financial penalties for the franchisee.