What is a Cinnaholic franchisee prohibited from doing with the Franchisor's proprietary or confidential information?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
- (ii) Franchisee 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 Franchisee'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.
Franchisee 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.
Franchisee 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, Franchisee 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 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, franchisees are restricted from disclosing, publishing, copying, or using Cinnaholic's proprietary or confidential information for their own benefit or the benefit of any other party. This restriction is in place while the Franchise Agreement is active, unless it is required to fulfill the franchisee's obligations under the agreement or if Cinnaholic provides explicit written approval.
This proprietary and confidential information encompasses all elements of the Cinnaholic system, including data and information found in the Operations Manual. This manual contains the standards, specifications, and operational guidelines for the bakery. Franchisees must keep the manual secure, limit employee access on a need-to-know basis, and prevent unauthorized disclosure or copying.
Following the termination or expiration of the Franchise Agreement, these restrictions on confidential information remain in effect for five years. However, if the confidential information is classified as a trade secret, the restriction lasts until the information no longer meets the criteria of a trade secret. Franchisees must also take steps to protect Cinnaholic's confidential information from unauthorized access, copying, or use by its employees and agents. Upon termination or expiration of the agreement, franchisees must return all copies of documents containing confidential information and permanently delete any electronically stored confidential information.