How must the Confidential Information be used by the franchisee of Burneys Sweets More?
Burneys_Sweets_More Franchise · 2025 FDDAnswer from 2025 FDD Document
Our Brand Standards Manual and other materials contain our and our affiliates' confidential information (some of which constitutes trade secrets under applicable law) (the "Confidential Information"). This information includes any information, not generally known to the public, in any form, relating to the System and the Shop and its operations, including all trade secrets of the Shop; all knowledge, know-how, standards, methods, and procedures related to the establishment and operation of the Shop not generally known to the public; all records pertaining to customers, suppliers, and other service providers of, and/or related in any way to, the Shop (such as all names, addresses, phone numbers, e-mail addresses for customers and suppliers; customer purchase records and mail lists); product formulas and recipes, methods of production; electronic code, designs, marketing materials, and business, sales, and marketing strategies; financial information; databases; training materials; knowledge of the franchise system; and any other data and information that we or our affiliates designates as confidential, including all information contained in the Brand Standards Manual.
You must strictly limit your employees' access to the Confidential Information. You must share Confidential Information with them only to the extent they have a "need to know" to perform their jobs. All persons to whom you grant access to the Brand Standards Manual or any other Confidential Information and any person who attends any training program we conduct must sign our form of confidentiality agreement. You must use the Confidential Information only in the manner required by us. You must fully and strictly comply with all security measures required by us for maintaining the confidentiality of the Confidential Information.
If you or your owners, officers, directors, managers, employees, or contractors conceive, invent, create, design and/or develop any ideas, techniques, methods, processes or procedures, recipes, designs, formulae, products, packaging or other concepts and features relating to Shop operations, business practices, or the manufacturing, production, marketing or sale of baked goods and other dessert food or beverage products or related goods in connection with the Shop (the "Innovations"), you (or they) will be deemed to have assigned all of your (or other) rights, title and interests in the Innovations, including any intellectual property rights, to us. You and your owners, officers, managers and employees also must cooperate with us in connection with protecting the Innovations, including executing any and all instruments and do any and all acts necessary to establish our ownership of the Innovations.
If you reproduce any items or materials suitable for copyright protection, you must make sure that each item bears a copyright notice in the form specified by us. You must use the Confidential Information only in the manner required by us and in no other manner. This information is strictly confidential, and you may not disclose to any person, or use any of that information for any purposes, except disclosure to a person who has signed and delivered to us a confidentiality agreement and only as necessary in connection with the operation of your Shop. In addition, you must fully and strictly comply with all security measures required by us for maintaining the confidentiality of all information designated by us as trade secrets.
You will not have the exclusive right to use the Innovations or any of our patents or patent applications, copyrights or Confidential Information, nor will you acquire, by use or otherwise, any right, title or interest in or to the Innovations, the copyrights or the Confidential Information, other than as expressly contained in, and limited by, the Franchise Agreement. Your right to use the Innovations, the claimed subject matter of any patents or patent applications, the copyrights and the Confidential Information is limited and temporary. Upon expiration or termination of the
Franchise Agreement, you may not, directly or indirectly, use the Innovations, the claimed subject matter of any patents or patent applications, the copyrights or the Confidential Information in any manner or for any purpose whatsoever.
You must immediately notify us of any conduct that could constitute infringement of or challenge to the Innovations, the patents or patent applications, the copyrights and the Confidential Information. We will decide, in our sole discretion, whether to institute any action in connection with infringement of or challenge to the Innovations, the patents or patent applications, the copyrights and the Confidential Information, and will control any proceedings and litigation. We are not required to protect your right to use the Innovations, the patents or patent applications, the copyrights or the Confidential Information.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 37–39)
What This Means (2025 FDD)
According to Burneys Sweets More's 2025 Franchise Disclosure Document, franchisees must adhere to specific guidelines regarding the use and protection of the franchisor's Confidential Information. This information, which includes trade secrets, knowledge related to the shop's operations, customer and supplier records, product formulas, marketing strategies, financial data, training materials, and any other data designated as confidential, is crucial to the Burneys Sweets More system. Franchisees are permitted to share Confidential Information with their employees only to the extent that those employees have a 'need to know' the information to perform their job duties.
Burneys Sweets More requires that anyone who gains access to the Brand Standards Manual or any other Confidential Information, including those attending training programs, must sign a confidentiality agreement. The franchisee must use the Confidential Information only in the manner required by Burneys Sweets More and must strictly comply with all security measures to maintain its confidentiality. This means franchisees cannot use the information for purposes outside the scope of operating their Burneys Sweets More shop, and they must take precautions to prevent unauthorized disclosure.
Furthermore, the Franchise Agreement states that upon its expiration or termination, the franchisee's right to use the Confidential Information ceases entirely. The franchisee cannot directly or indirectly use this information in any manner or for any purpose after the agreement ends. This restriction is common in franchising to protect the franchisor's proprietary assets and maintain the integrity of the brand. Burneys Sweets More also requires franchisees to notify them of any potential infringement or challenges to the Confidential Information, allowing the franchisor to decide on the appropriate course of action.
In the event that a franchisee or their personnel develop any Innovations related to the shop's operations, these Innovations are automatically assigned to Burneys Sweets More. The franchisee must also cooperate in protecting these Innovations, including taking necessary actions to establish the franchisor's ownership. Burneys Sweets More retains the right to modify or discontinue the use of any Confidential Information, and franchisees must comply with these changes at their own expense. These stipulations ensure that Burneys Sweets More maintains control over its proprietary information and any improvements made to the system.