Is the Byrider Licensed System considered 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, the Licensed System is considered confidential information. The FDD defines "Confidential Information" as all non-public information related to Byrider, the Licensed System, and the Hosting Facility, including trade secrets, know-how, engineering documents, designs, procedures, manuals, software, program listings, data file printouts, screen displays, technical data, research, and third-party confidential information disclosed to Byrider. This information can be in oral, intangible, recorded, written, or tangible forms. A reasonable person would treat this information as confidential.
However, the definition of confidential information does not include information that is already publicly available, was rightfully in the franchisee's possession prior to disclosure by Byrider, was independently developed by the franchisee without using Byrider's confidential information, or was rightfully obtained by the franchisee from a third party with the right to disclose it. Franchisees are prohibited from disclosing, publishing, or disseminating Confidential Information to anyone other than employees and contractors with a "need to know" who have confidentiality obligations to the franchisee, or other employees and contractors who have signed a Non-Disclosure Agreement with Byrider.
As a Byrider franchisee, you must take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You must also immediately notify Byrider of any actual or suspected unauthorized disclosure or use of the Confidential Information. These non-disclosure provisions remain in effect even after the termination of the Franchise Agreement, until the expiration of Byrider's intellectual property rights and the public disclosure of Byrider's trade secrets through no fault of the franchisee. The license granted to use the Byrider system is conditional upon continuous compliance with these confidentiality provisions.