What does the agreement state about an individual's understanding regarding the disclosure of Boulder Designs' Trade Secrets and Confidential Information?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Franchisee desires Individual to have access to or to review certain Trade Secrets and other Confidential Information of the Company, which are more particularly described below; and
WHEREAS, Franchisee is required by the Franchise Agreement to have Individual execute this Agreement prior to providing Individual access to Company's Trade Secrets and other Confidential Information; and
WHEREAS, Individual understands the necessity of not disclosing any such information to any other party, including any Covered Person or using such Trade Secrets or other Confidential Information to compete against Company, Franchisee or any other franchisee of Company in a Competitive Business now or in the future.
NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth herein, and intending to be legally bound hereby, the parties hereby mutually agree as follows:
1. Recitals
The above preamble and recitals are true and correct and incorporated into this Agreement.
2. Trade Secrets
Individual understands Franchisee possesses and will possess the Company's Trade Secrets, which is important to its business. For purposes of this Agreement, "Trade Secrets" is information, without regard to form including, but not limited to, technical or non-technical data, knowhow, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, pro-formas, strategic plans, product plans, project plans, blueprints, lists of actual or potential customers or suppliers which are not commonly known by or available to the public and which information: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Individual understands Franchisee's providing of access to the Trade Secrets creates a relationship of confidence and trust between Individual and Franchisee with respect to the Trade Secrets.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, an individual who gains access to Boulder Designs' trade secrets and confidential information through a franchisee acknowledges the importance of not disclosing this information to any other party. This includes any covered person or using the trade secrets or confidential information to compete against Boulder Designs, the franchisee, or any other Boulder Designs franchisee in a competitive business, whether now or in the future. This understanding is a crucial part of the agreement, emphasizing the protection of Boulder Designs' proprietary information.
The agreement highlights that the franchisee is required to have the individual execute the agreement before providing access to Boulder Designs' trade secrets and other confidential information. This underscores the franchisor's emphasis on safeguarding its competitive advantages and proprietary knowledge. The individual's acknowledgment of this necessity is a prerequisite for gaining access to such sensitive information.
The agreement also specifies that providing access to trade secrets creates a relationship of confidence and trust between the individual and the franchisee. This highlights the legal and ethical obligations of the individual to maintain the confidentiality of the trade secrets. The definition of "Trade Secrets" includes a wide array of technical and non-technical data, know-how, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, and customer lists, emphasizing the breadth of information that must be protected.