factual

According to the Cinnaholic agreement, what is the definition of 'Bound Parties'?

Cinnaholic Franchise · 2025 FDD

Answer from 2025 FDD Document

  • 14.4. Personal Covenants of Certain Bound Parties. As a condition to the effectiveness of this Agreement, and at the time Developer delivers this signed Agreement to Franchisor, each Bound Party of Developer must sign and deliver to Franchisor the Personal Covenants attached hereto as Exhibit C (the "Personal Covenants"), agreeing to be bound personally by all the provisions of Sections 14.1, 14.2 and 14.3 hereof. If there are any changes in the identity of any such Bound Party while this Agreement is in effect, Developer must notify Franchisor promptly and make sure the new Bound Party signs and delivers to Franchisor the Personal Covenants.
  • 14.2. Non-Solicitation of Employees. Developer and the Bound Parties agree that while this Agreement is in effect and for one year after expiration or termination of this Agreement for any reason, or following the date of a Transfer by Developer, they will not, directly or indirectly, solicit or attempt to solicit, or otherwise interfere with or disrupt the employment relationship between Franchisor and any of its employees or between any other CINNAHOLIC® franchisee and its employees.
  • (ii) Developer and each Bound Party agree that while this Agreement remains in effect such party will not, directly or indirectly, disclose or publish to any party, or copy or use for such party's own benefit, or for the benefit of any other party, any of Franchisor's proprietary or confidential information, except as required to carry out Developer's obligations under this Agreement or as Franchisor has otherwise expressly approved in writing. All proprietary and confidential information of Franchisor is the sole and exclusive property of Franchisor. Developer and each Bound Party agree that the restriction contained in the preceding sentence will remain in effect with respect to the confidential information for five years following termination or expiration of this Agreement for any reason; provided, however, if the confidential information rises to the level of a trade secret, then such restriction shall remain in effect until such time as the information does not constitute a trade secret.
  • (iii) General. For purposes of this Agreement, the term "Competitive Business" means any business operating, or granting franchises or licenses to others to operate, a bakery or other food service business (a) engaged in the retail or wholesale production or sale of baked goods (including, but not limited to, all cinnamon rolls and other baked goods) and (b) that derives more than 50% of its revenue from sales of cinnamon rolls (other than another CINNAHOLIC® Bakery operated by Developer under license from Franchisor). Neither Developer nor the other Bound Parties will be prohibited from owning securities in a Competitive Business if they are listed on a stock exchange or traded on the over-the-counter market and represent 5% or less of the number of shares of that class of securities which are issued and outstanding. The parties acknowledge that the covenants contained in Section 14.1 are based on the reason and understanding that Developer and the Bound Parties will possess knowledge of Franchisor's business and operating methods and confidential information, disclosure and use of which would prejudice the interest of Franchisor and its franchisees.

Source: Item 23 — RECEIPT (FDD pages 62–269)

What This Means (2025 FDD)

According to Cinnaholic's 2025 Franchise Disclosure Document, the term 'Bound Party' is referenced within the context of personal covenants that certain individuals must agree to as part of the franchise or development agreement. Specifically, these Bound Parties are required to sign and deliver personal covenants, agreeing to be personally bound by provisions related to non-competition, non-solicitation, and confidentiality.

The FDD states that as a condition to the effectiveness of the Franchise Agreement, each Bound Party of the Developer must sign and deliver to Cinnaholic the Personal Covenants attached as an exhibit, agreeing to be bound personally by specific sections of the agreement. If the identity of a Bound Party changes while the agreement is in effect, the Developer must promptly notify Cinnaholic and ensure the new Bound Party signs and delivers the Personal Covenants.

These personal covenants ensure that individuals with knowledge of Cinnaholic's business and confidential information are legally obligated to protect the franchisor's interests. This is a standard practice in franchising to safeguard trade secrets and prevent unfair competition. The agreement also stipulates that these covenants are considered reasonable and do not cause undue hardship, suggesting they are designed to be fair and enforceable.

The personal covenants signed by the Bound Parties include agreements to adhere to non-compete and non-solicitation clauses, as well as maintain the confidentiality of trade secrets and proprietary information. These obligations extend both during the term of the agreement and for a specified period (one year for non-solicitation and five years for confidential information) after its termination or transfer. This ensures continued protection of Cinnaholic's business interests even after a franchisee exits the system.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.