factual

Are there any exceptions to the Brueggers Bagels Licensor's obligation to maintain the confidentiality of a franchisee's information?

Brueggers_Bagels Franchise · 2025 FDD

Answer from 2025 FDD Document

ay acquire knowledge by virtue of training they may have received from BFC, their involvement in the business, or their ownership interest in the Company.

This Guaranty will terminate upon the termination or expiration of the Agreement, except that all obligations and liabilities of the Guarantors arising from events which occurred on or before the effective date of termination will remain in full force and effect until satisfied or discharged by the Guarantors, and all covenants which by their terms continue in force after the expiration or termination of the Agreement will remain in force according to their terms.

Upon the death of a Guarantor, the Guarantor's estate will be bound by this Guaranty, but only for obligations existing at the time of death. The obligations of the surviving Guarantors will continue in full force and effect.

If the Guarantor resides in a community property state, the Guarantor will cause his or her spouse, if any, to execute this Guaranty.

GUARANTOR: Spouse: Print Name: Print Name: GUARANTOR: Spouse: Print Name: Print Name: GUARANTOR: Spouse: Print Name: Print Name:

EXHIBIT F TO LICENSE AGREEMENT

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

, the undersigned individual or business entity ("you") acknowledges and agrees as
follows:
    1. Licensee owns and operates, or is developing, a BRUEGGER'S BAGELS restaurant pursuant to a License Agreement (the "License Agreement") with BRUEGGER'S FRANCHISE CORPORATION ("BFC"). The License Agreement requires persons with legal or beneficial ownership interests in Licensee to be personally bound by Licensee's obligations under the License Agreement, including restrictions on competition, confidentiality obligations, restrictions on ownership changes, and dispute resolution provisions.
    1. All capitalized terms used in this document have the same meaning as in the License Agreement.
    1. You own or intend to own a legal or beneficial ownership interest in Licensee. You acknowledge and agree that: (a) your execution of this Agreement is a condition of acquiring and holding your ownership interest in the Licensee, and (b) you have received good and valuable consideration for executing this Agreement. BFC may enforce this Agreement directly against you.
    1. If a business entity signs this Agreement, all persons who have a legal or beneficial ownership interest in that business entity must also execute this Agreement and if your owners reside in a community property state we may require their spouse to execute this Confidentiality and Non-Competition Agreement.
    1. You may gain access to confidential information and trade secrets of BFC and its affiliates as a result of investing in Licensee. You agree that while you have a legal or beneficial ownership interest in Licensee and thereafter, you: (a) will not use the confidential information in any other business or capacity (such use being an unfair method of competition); (b) will exert best efforts to maintain the confidentiality of the confidential information; and (c) will not make unauthorized copies of any portion of the confidential information disclosed in written, electronic or other form. If you cease to have an interest in Licensee, you must deliver to BFC any such confidential information in your possession or control.

Source: Item 22 — CONTRACTS (FDD page 61)

What This Means (2025 FDD)

According to the 2025 Brueggers Bagels Franchise Disclosure Document, the License Agreement mandates that individuals with legal or beneficial ownership in the Licensee are personally bound by the Licensee's obligations, including confidentiality. This obligation extends for as long as the individual has any legal or beneficial ownership interest in the Licensee. During this time, the individual agrees not to use confidential information in any other business or capacity, exert best efforts to maintain confidentiality, and not make unauthorized copies of confidential information. If an individual ceases to have an interest in the Licensee, they must deliver to BFC any confidential information in their possession or control.

Brueggers Bagels requires all persons who have a legal or beneficial ownership interest in a business entity to also execute the Confidentiality and Non-Competition Agreement. If these owners reside in a community property state, their spouse may also be required to execute the agreement. This ensures that all parties with access to confidential information are legally bound to protect it.

Upon termination or expiration of the License Agreement, the franchisee must cease using confidential methods, procedures, and techniques associated with the Brueggers Bagels system. They must also deliver to Brueggers Bagels the Manuals and all other records, correspondence, and instructions in their possession or control that contain confidential information, trade secrets, or know-how relating to the system or the operation of a Bakery. These obligations ensure the continued protection of Brueggers Bagels' proprietary information even after the franchise relationship ends.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.