What does Byrider consider to be 'Confidential Information'?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
"Confidential Information" for purposes of this Agreement shall mean and include all information not in the public domain that relates to, is embodied in, or associated with Licensor, the Licensed System and the Hosting Facility and the methods of operation and nature of the foregoing, including, but not limited to, all trade secrets, know-how, engineering documents, designs and procedures, manuals, software, program listings, data file printouts, screen displays, technical data, research, or third-party confidential information disclosed to Licensor; and including the nature and existence of any of the foregoing. Confidential Information includes oral, intangible, and/or recorded forms of disclosure as well as written or tangible forms of disclosure and shall specifically include all information that if, due to its character or nature, a reasonable person in a like position and under like circumstances as Licensee would treat as confidential. Confidential Information, however, does not include information that: 1) is now or subsequently becomes generally available to the public through no fault or breach on the part of Licensee; 2) Licensee can demonstrate to have had rightfully in its possession prior to disclosure to Licensee by Licensor; 3) is independently developed by Licensee without the use of any Confidential
Information; or 4) Licensee rightfully obtains from a third party who has the right to transfer or disclose it.
Licensee will not disclose, publish, or disseminate Confidential Information to anyone other than (a) those of its employees and contractors with a demonstrable "need to know" who have a binding, written, confidentiality obligation to Licensee that protect such Confidential Information against disclosure, or (b) other employees and contractors working for Licensee that have entered into a Non-Disclosure Agreement with Licensor. Licensee shall not, and shall not attempt to, decompile, reverse engineer, disassemble, modify, network, rent, lease, or loan the Confidential Information without prior written authorization of Licensor. Licensee shall not remove, overprint, or deface any notice of copyright, patent, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information. Licensee further agrees not to introduce any virus, worm, Trojan horse, bomb, sniffer, or other malicious computer code or process into the Licensed System or onto or through the Hosting Platform or any other Licensor network/s. Licensee agrees and consents that the mingling of the Confidential Information with any information of Licensee will not affect the Confidential Information status of such information. Licensee further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Licensee shall immediately notify Licensor of any actual or suspected unauthorized disclosure or use of the Confidential Information that comes to Licensee's attention, and shall take all action that Licensor reasonably requests to prevent any further unauthorized use or disclosure thereof. Licensee shall not access nor attempt to gain access to data other than Licensee's own Customer Data.
Licensee shall continue to be bound by these non-disclosure provisions after termination of this Agreement until the expiration of Licensor's intellectual property rights and the public disclosure of Licensor's trade secrets (through no fault of Licensee) in the Licensed System. The license granted under this Agreement is expressly conditioned upon Licensee's continuous and complete compliance with the provisions of this Section 11.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, 'Confidential Information' encompasses a broad range of proprietary data and knowledge related to Byrider's operations. This includes any non-public information associated with the Licensor, the Licensed System, and the Hosting Facility, as well as the methods of operation. Specific examples of confidential information include trade secrets, know-how, engineering documents, designs, procedures, manuals, software, program listings, data file printouts, screen displays, technical data, research, and any third-party confidential information disclosed to Byrider. This information can be disclosed orally, intangibly, in recorded form, or in written/tangible formats. Essentially, any information that a reasonable person would consider confidential under similar circumstances is included.
However, Byrider also specifies certain exceptions to what is considered Confidential Information. Information is not considered confidential if it becomes publicly available through no fault of the franchisee, if the franchisee rightfully possessed the information before Byrider disclosed it, if the franchisee independently developed the information without using Byrider's confidential data, or if the franchisee rightfully obtains the information from a third party with the right to disclose it. These exceptions protect the franchisee from being penalized for information they already knew or obtained legitimately from other sources.
The franchisee is obligated to protect Byrider's Confidential Information and prevent its unauthorized use or disclosure. This obligation extends beyond the termination of the Franchise Agreement, lasting until the expiration of Byrider's intellectual property rights and the public disclosure of Byrider's trade secrets, provided such disclosure is not the franchisee's fault. Franchisees must ensure their employees and contractors with a 'need to know' also have confidentiality obligations. This highlights the importance of maintaining strict confidentiality protocols to safeguard Byrider's proprietary information and avoid potential legal repercussions.