What does the Boulder Designs Agreement require of the franchisee regarding confidential information?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
The Manual contains Trade Secrets and other Confidential Information of Franchisor and approved vendors, and its contents shall be kept confidential by Franchisee and all Covered Persons both during the term of the Franchise and subsequent to the expiration and non-renewal or termination of this Agreement. Franchisee shall at all times ensure that its copy of the Manual is available at the Approved Location in a current and up-to-date manner. Whether the Manual is in paper form or stored on computer-readable media, or both, Franchisee shall maintain the Manual in a secure manner at the Approved Location. If the Manual is in electronic form, Franchisee shall maintain the Manual in a password-true file. Franchisee shall only grant authorized personnel, as defined in the Manual, access to the Manual or any key, combination or passwords needed for access to the Manual. All persons whom Franchisee permits to have access to the Manuals or any other Confidential Information must first be required by Franchisee to sign the Confidentiality Agreement provided by Franchisor. Franchisee shall not disclose, duplicate or otherwise use any portion of the Manual in an unauthorized manner.
All ideas, concepts, know-how, techniques, advertising or materials concerning the System or developed, in whole or in part, using Trade Secrets or other Confidential Information, whether or not protectable intellectual property and whether created by or for Franchisee or its owners or employees, or other Covered
Persons, shall be promptly disclosed to Franchisor and shall be deemed the sole and exclusive property of Franchisor and works made-for-hire for Franchisor, and no compensation shall be due to Franchisee or its owners or employees therefore. Further, any advertising materials Franchise submits to Franchisor for review will become Franchisor's property, and Franchisor may use or distribute these materials in any manner Franchisor deems appropriate, without compensation to Franchisee. Franchisor has the right to incorporate such items into the System and/or disclose them to other franchisees and other persons or entities. To the extent any item does not qualify as a "work made for hire" for Franchisor, Franchisee shall assign, and by this Agreement, does assign, ownership of that item, and all related rights to that item, to Franchisor and shall sign any assignment or other document as Franchisor requests to assist Franchisor in obtaining or preserving intellectual property rights in the item.
- "Confidential Information" means all technical and non-technical information used in or related to BOULDER DESIGNS Businesses including but not limited to current, former, and prospect client list and related information and not commonly known by or available to the public, including, without limitation, Trade Secrets, system standards and specifications, all information contained in the franchise manual, proprietary processing table with mailbox jig, texture mats and accessories, financial information, marketing data, vendor and supplier list, and all other knowledge and know-hows, and any other information identified as confidential when delivered by Franchisor.
Confidential Information shall not include, however, any information established by documentary evidence that: (a) is now or subsequently becomes generally available to the public through no fault of Franchisee; (b) Franchisee can demonstrate was rightfully in its
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, franchisees have several obligations regarding confidential information, including trade secrets. Boulder Designs defines "Confidential Information" as all technical and non-technical data related to the Boulder Designs business that is not publicly known. This includes, but isn't limited to, trade secrets, system standards, information in the franchise manual, proprietary processing tables, financial information, marketing data, and vendor lists. Franchisees must treat this information as confidential. However, information that becomes publicly available through no fault of the franchisee, or that the franchisee rightfully possessed before the agreement, is excluded.
The Boulder Designs franchisee must ensure that all individuals granted access to confidential information, such as the manual, sign a confidentiality agreement provided by Boulder Designs. The franchisee is responsible for maintaining the manual securely at the approved location, whether in paper or electronic form, and limiting access to authorized personnel only. Franchisees are prohibited from disclosing, duplicating, or using any portion of the manual in an unauthorized manner.
Furthermore, all ideas, concepts, know-how, techniques, advertising, or materials concerning the Boulder Designs system, especially those developed using trade secrets or confidential information, must be disclosed to Boulder Designs and become their exclusive property. This applies regardless of who creates the materials, and Boulder Designs is not obligated to compensate the franchisee for them. This also extends to advertising materials submitted for review, which Boulder Designs can use as they see fit. Franchisees must also assist Boulder Designs in securing and maintaining intellectual property rights related to the system.