What must a Boulder Designs franchisee do before permitting anyone access to the Manual or other 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.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, a franchisee must ensure that anyone they permit to access the Manual or any other Confidential Information first signs a Confidentiality Agreement provided by Boulder Designs. This requirement applies to all persons, emphasizing the importance of protecting Boulder Designs' trade secrets and confidential information. The franchisee is also responsible for maintaining the Manual in a secure manner at the Approved Location, whether it is in paper form or stored on computer-readable media, and must keep the Manual up-to-date. If the manual is in electronic form, the franchisee must maintain it in a password-protected file.
This measure is in place to safeguard the franchisor's proprietary information, which is crucial for maintaining the uniformity and standards of the Boulder Designs franchise system. By requiring a signed confidentiality agreement, Boulder Designs aims to prevent unauthorized disclosure or use of its confidential information, which could harm the brand's competitive advantage. The agreement ensures that individuals understand their obligations regarding the confidentiality of the information they access.
For a prospective Boulder Designs franchisee, this means they will need to implement a process for ensuring all employees or other individuals who may access the Manual or Confidential Information sign the required agreement. This includes obtaining the Confidentiality Agreement form from Boulder Designs and keeping a record of signed agreements. Failure to comply with this requirement could result in a breach of the Franchise Agreement and potential legal consequences. Franchisees should also familiarize themselves with the definition of "authorized personnel" as defined in the Manual to ensure only those individuals are granted access.
This is a fairly standard practice in franchising, as franchisors typically have strict requirements around protecting their intellectual property and trade secrets. The confidentiality agreement serves as a legally binding commitment to protect the franchisor's sensitive information. Prospective franchisees should carefully review the terms of the Confidentiality Agreement and understand their obligations before granting access to the Manual or other Confidential Information to any personnel.