Are Chocolate Bash franchisees required to protect the confidentiality of the Operating Manual?
Chocolate_Bash Franchise · 2024 FDDAnswer from 2024 FDD Document
“Manual” means CB Franchising's confidential Operating Manual(s), including any supplements, additions, or revisions from time to time, which may be in any form or media.
**2.
Confidential Information.** With respect to all Confidential Information Guarantor shall (a) adhere to all security procedures prescribed by CB Franchising for maintaining confidentiality, (b) disclose such information to its employees only to the extent necessary for the operation of the Business; (c) not use any such information in any other business or in any manner not specifically authorized or approved in writing by CB Franchising, (d) exercise the highest degree of diligence and make every effort to maintain the confidentiality of all such information during and after the term of the Franchise Agreement, (e) not copy or otherwise reproduce any Confidential Information, and (f) promptly report any unauthorized disclosure or use of Confidential Information.
Guarantor acknowledges that all Confidential Information is owned by CB Franchising or its affiliates (except for Confidential Information which CB Franchising licenses
from another person or entity). Guarantor acknowledges that all customer data generated or obtained by Guarantor is Confidential Information belonging to CB Franchising. This Section will survive the termination or expiration of the Franchise Agreement indefinitely.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 28–29)
What This Means (2024 FDD)
According to Chocolate Bash's 2024 Franchise Disclosure Document, franchisees are required to protect the confidentiality of the Operating Manual. The FDD defines the Operating Manual as Chocolate Bash's confidential manuals, including any supplements, additions, or revisions, which may be in any form or media.
The Franchise Agreement stipulates that the guarantor (which includes the franchisee) must adhere to security procedures for maintaining confidentiality, disclose confidential information only to employees as necessary for business operation, and avoid using the information in any unauthorized manner. The franchisee must also make every effort to maintain confidentiality during and after the Franchise Agreement term and promptly report any unauthorized disclosure or use of confidential information.
This obligation extends beyond the term of the agreement, as the franchisee's duty to protect confidential information survives indefinitely even after termination or expiration of the Franchise Agreement. This includes customer data generated or obtained by the franchisee, which is considered confidential information belonging to Chocolate Bash. These measures are designed to protect Chocolate Bash's proprietary information and maintain a competitive advantage.