What is considered confidential information of the Cinnaholic system?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
- (i) Developer acknowledges and agrees that in connection with the operation of CINNAHOLIC® Bakeries and the CINNAHOLIC® System, Franchisor has developed at a great expense competitively sensitive proprietary and confidential information which are not commonly known by or available to the public. This proprietary and confidential information does not include any information that (a) is commonly known by or available to the public; (b) has been voluntarily disclosed to the public by Franchisor; (c) been independently developed or lawfully obtained by Developer; or (d) has otherwise entered the public domain through lawful means. All information which comprises the CINNAHOLIC® System including the information and data contained in any of Franchisor's operations manuals will be presumed to be confidential information of Franchisor.
- (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 Cinnaholic's 2025 Franchise Disclosure Document, confidential information includes competitively sensitive proprietary information not commonly known or available to the public, developed at great expense by Cinnaholic. This encompasses all information within the Cinnaholic system, particularly data in the operations manuals, which is presumed confidential.
A Cinnaholic franchisee (referred to as the Developer) and related parties must not disclose, publish, copy, or use Cinnaholic's confidential information for their own or another's benefit, except to fulfill obligations under the Franchise Agreement or with written approval from Cinnaholic. All confidential information remains Cinnaholic's exclusive property. This restriction extends for five years post-termination or expiration of the agreement. However, if the confidential information qualifies as a trade secret, the restriction remains until it no longer meets that definition.
The franchisee must take steps to protect Cinnaholic's confidential information from unauthorized disclosure, copying, or use. Upon request or termination of the agreement, the franchisee must return all documents containing confidential information and permanently delete any electronically stored confidential data. This obligation is reinforced by requiring certain related parties to sign personal covenants agreeing to these confidentiality terms. Cinnaholic may also require the franchisee's management, supervisory employees, and other employees with access to confidential information to sign non-disclosure agreements.