Does the Byrider Software Services and User Agreement define '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.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, the Byrider Software Services and User Agreement does define "Confidential Information." The agreement specifies that confidential information includes any non-public information related to Byrider, the Licensed System, the Hosting Facility, and their operational methods. This encompasses 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. The definition covers information in oral, intangible, and recorded forms, as well as written or tangible forms. It also includes any information that a reasonable person would consider confidential under similar circumstances.
However, the definition of confidential information does not include information that: is already publicly available without any fault or breach by the franchisee; the franchisee rightfully possessed before disclosure by Byrider; the franchisee independently developed without using Byrider's confidential information; or the franchisee rightfully obtained from a third party with the right to disclose it. This clarifies the scope of what Byrider considers proprietary and protects under the agreement.
For a prospective Byrider franchisee, this definition is important because it outlines the information they must protect and keep confidential. Failure to comply with these confidentiality obligations could lead to legal repercussions, as Byrider retains the right to seek injunctive relief and other remedies in the event of a breach or threatened breach. Understanding these obligations is crucial for operating a Byrider franchise and maintaining a positive relationship with the franchisor.