What constitutes an unfair method of competition regarding the use or duplication of Confidential Information or Licensee Information for Brueggers Bagels?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Without limiting the foregoing, each party acknowledges and agrees that it will not acquire any interest in the Confidential Information or Licensee Information, other than the right to utilize it in connection with the Bakery during the Term and the use or duplication of such Confidential Information or Licensee Information in any other business would constitute an unfair method of competition.
Licensor and Licensee, respectively, will adopt and implement all reasonable procedures prescribed from time to time by the disclosing party to prevent unauthorized use or disclosure of the Confidential Information and Licensee Information.
Without limiting the foregoing, Licensor and Licensee acknowledge that Licensee
may from time to time assimilate and use customer information from the operation of the Bakery for the purpose of evaluating the demographics and market for customers of the Bakeries ("Licensee Marketing Studies"). In that event, such Licensee Marketing Studies shall be treated as Licensee Information as long as Licensee gives Licensor access to such information upon Licensor's reasonable request. Otherwise, the raw customer information collected from the operation of the Bakery to be made part of such studies shall be considered joint property of Licensee and Licensor during the Term and thereafter, which Licensor may use in connection with the operation of the System as it sees fit.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, using or duplicating Confidential Information or Licensee Information in any business other than the franchised Brueggers Bagels bakery during the term of the agreement is considered an unfair method of competition. This restriction is in place to protect Brueggers Bagels' proprietary information and system. Licensee Marketing Studies are treated as Licensee Information as long as the Licensee gives Brueggers Bagels access to such information upon reasonable request. Otherwise, the raw customer information collected from the operation of the Bakery to be made part of such studies shall be considered joint property of Licensee and Licensor during the Term and thereafter, which Licensor may use in connection with the operation of the System as it sees fit.
Confidential Information includes methods, procedures, and techniques associated with the Brueggers Bagels system. However, information already known by the licensee, generally known in the quick service food restaurant business, disclosed by a third party without violating a confidentiality agreement, or part of the public domain is excluded from being considered confidential. Any improvements or additions to the Brueggers Bagels system remain the property of the franchisor, regardless of who develops them.
This means a franchisee must not use confidential information gained from Brueggers Bagels to operate or invest in any other business. This restriction extends to anyone with a legal or beneficial ownership interest in the franchise. After the agreement ends, the franchisee must cease using Brueggers Bagels' confidential methods and information. This is a standard clause in franchise agreements to protect the brand's competitive advantage and trade secrets.