Besides fulfilling obligations under the agreement, what other way can a Developer disclose Cinnaholic's proprietary information?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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. Developer also agrees that it and all of its employees and agents will take appropriate steps to protect Franchisor's confidential information from any unauthorized disclosure, copying or use. At any time upon Franchisor's request, and in any event upon termination or expiration of this Agreement, Developer will immediately return any copies of documents where there are materials containing confidential information and will take appropriate steps to permanently delete and render unusable any confidential information stored electronically.
Source: Item 23 — RECEIPT (FDD pages 62–269)
What This Means (2025 FDD)
According to the 2025 Cinnaholic Franchise Disclosure Document, a Developer can disclose Cinnaholic's proprietary information if Cinnaholic has otherwise expressly approved it in writing. The FDD specifies that Developers and Bound Parties must not directly or indirectly disclose or publish any of Cinnaholic's proprietary or confidential information to any party, or copy or use it for their own or another party's benefit. This restriction is in place while the agreement is effective.
This restriction extends for five years after the termination or expiration of the agreement. However, if the confidential information is considered a trade secret, the restriction remains in effect as long as the information constitutes a trade secret. Developers must also take steps to protect Cinnaholic's confidential information from unauthorized disclosure, copying, or use. Upon Cinnaholic's request or at the termination or expiration of the agreement, Developers must return all copies of documents containing confidential information and permanently delete any confidential information stored electronically.
These measures are in place to protect Cinnaholic's competitive advantage and proprietary business methods. The definition of confidential information is broad, encompassing any information within the Cinnaholic system, including data in the operations manuals. This places a significant responsibility on the franchisee to safeguard this information both during and after the franchise agreement.