What are the licensee's obligations regarding the confidentiality and security of the Brueggers Bagels Operating Manuals?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
The Manuals may also be on-line or via electronic means.
Licensor may modify and supplement the System from time to time to which modifications Licensee shall be bound to comply with upon written notice to Licensee and provided that such modification or supplement to such System shall be reasonably consistent with the System.
Licensee shall operate the Bakery in accordance with the System; however, Licensor acknowledges that because the Bakery is in an institutional, non-traditional food service location, reasonable changes to the System may be appropriate.
Licensor will not unreasonably withhold its consent to such changes proposed by Licensee.
(a) All Standards and any other information and operating procedures, including, but not limited to, the Manuals and any and all other manuals shall at all times remain the property of Licensor and shall promptly be returned upon the expiration or termination of this Agreement.
(b) All Standards and other information and operating procedures, including but not limited to, the Manuals and any and all other manuals shall be kept confidential by Licensee both during the Term and subsequent to the expiration and/or termination of the Agreement in accordance with Section 4.
Licensee shall at all times during the Term ensure that its copy of the Manuals shall be available at the Bakery in a current and up-to-date manner.
At all times that Manuals are not in use by authorized personnel, Licensee shall maintain the Manuals in a secure place that is only accessible by authorized personnel.
In the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals maintained by Licensor at Licensor's home office shall be controlling.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, the licensee has several obligations regarding the confidentiality and security of the operating manuals. The licensee must keep all standards, information, and operating procedures, including the manuals, confidential both during the term of the agreement and after its expiration or termination, as outlined in Section 4 of the agreement. Access to this information is restricted to employees authorized to work at the bakery, and it should only be used to the extent required for their duties.
Brueggers Bagels requires that when the manuals are not in use by authorized personnel, the licensee must store them in a secure location accessible only to authorized individuals. This implies that the licensee needs to implement measures to prevent unauthorized access, such as locked cabinets or password-protected electronic storage. The franchisor retains a master copy of the manuals, and in case of any disputes about the contents, the franchisor's master copy will be considered the controlling version.
Upon termination or expiration of the License Agreement, the licensee is obligated to deliver to Brueggers Bagels the Manuals and all other records, correspondence, and instructions in their possession or control, in any medium, that contain confidential information, trade secrets, or know-how relating to the System or the operation of a Bakery, all of which the licensee acknowledges to be the franchisor's property. This obligation ensures that all confidential information is returned to the franchisor, preventing its misuse after the franchise agreement ends. These measures are typical in franchising to protect the brand's proprietary information and operational methods.