factual

Which sections in the Cinnaholic Franchise Agreement outline the franchisee's obligations regarding trademarks and proprietary information?

Cinnaholic Franchise · 2025 FDD

Answer from 2025 FDD Document

[Item 14: PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION]

There are no patents or registered copyrights that are material to your CINNAHOLIC® franchise.

We claim common law rights and copyright protection in a number of items you will use in the operation of your Bakery, including our Operations Manual, and in certain other materials and information related to the CINNAHOLIC® franchise system, like our marketing materials, specifications, architectural drawings, Bakery designs, marketing techniques, advertising programs, advertising strategies, supplier lists, expansion plans, and other information we create or use. We have not registered any of these copyrighted materials with the United States Registrar of Copyrights, although we may do so. We also treat all of this information as trade secrets.

All materials or information of any kind that are designated "confidential" orally or in writing or which, under the circumstances surrounding disclosure, ought to be treated as confidential, are deemed confidential and are loaned to you only under and during the term of the Franchise Agreement and Development Agreement. All confidential materials and the information contained in them must be treated by you as confidential and you must use your best efforts to keep them confidential during and after the terms of the Franchise Agreement and Development Agreement as provided in each agreement. This means that you cannot make copies in any medium of any confidential information or use any confidential information outside of the scope of the Franchise Agreement or Development Agreement or disclose any confidential information to any third party or other persons identified by us as not having authorization to receive disclosure of confidential information. You may disclose confidential information contained in the Operations Manual only to your employees who have a business need to have access to the confidential information, but only if you first secure from them an agreement to maintain the confidentiality of the confidential information disclosed.

All copyrighted materials and confidential information are owned exclusively by us. Your right to use copyrighted materials and confidential information is derived solely from the Franchise Agreement and Development Agreement and is limited

  • (i) Franchisee 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 Franchisee; or (d) has otherwise entered the public domain through lawful means.

All information which comprises the CINNAHOLIC® System including the information and data in the Operations Manual will be presumed to be confidential information of Franchisor.

  • (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 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 26–27)

What This Means (2025 FDD)

According to the 2025 Cinnaholic Franchise Disclosure Document, Item 14 and Item 22 of the Franchise Agreement outline the franchisee's obligations regarding trademarks and proprietary information. Item 14 discusses patents, copyrights, and proprietary information, noting that Cinnaholic claims common law rights and copyright protection in items used in the bakery's operation, including the Operations Manual, marketing materials, specifications, architectural drawings, bakery designs, marketing techniques, advertising programs, advertising strategies, supplier lists, and expansion plans. These materials, whether designated as confidential or reasonably considered as such, are loaned to the franchisee during the agreement and must be kept confidential during and after the agreement.

Item 14 also states that franchisees must notify Cinnaholic of any unauthorized use of copyrighted materials or confidential information. Franchisees must also inform Cinnaholic of any challenges to the right to use or ownership of copyrighted materials or confidential information. Cinnaholic retains the exclusive right to control any copyright litigation and keep all sums obtained in settlements or damages.

Item 22 further clarifies that franchisees acknowledge Cinnaholic's competitively sensitive proprietary and confidential information developed at great expense. Franchisees must not disclose or use this information for their own or any other party's benefit, except as required to fulfill obligations under the agreement or with Cinnaholic's written approval. This restriction extends for five years after the agreement's termination or expiration, but if the information constitutes a trade secret, the restriction remains in effect as long as it remains a trade secret. Franchisees must take steps to protect Cinnaholic's confidential information from unauthorized disclosure and return or delete confidential information upon request or termination of the agreement.

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.