What specific materials are considered 'confidential' for a Cinnaholic franchise?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
r 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 to the conduct of the business under and in compliance with the Franchise Agreement and Development Agreement and all applicable specifications, standards, and operating procedures we prescribe during the term of the Franchise Agreement and Development Agreement. Any unauthorized use of our copyrighted materials or any unauthorized use or disclosure of confidential information will constitute an infringement of our rights in and to the copyrighted materials and confidential information.
We may claim copyright protection in certain techniques we create, and may patent certain processes and equipment we develop. If we do, we will notify you and, if the copyrights and patents are material to your obligations under the Franchise Agreement, we will authorize you to use them at no additional charge. Any modifications or improvements that you make to the CINNAHOLIC® franchise system will be deemed a works made for hire which shall be owned exclusively by us. We do not have to compensate you for your modification or improvement.
You must promptly notify us of any unauthorized use of our copyrighted materials or any unauthorized use or disclosure of confidential information, including by your employees. You must notify us of any challenge to your right to use or the ownership of any copyrighted materials or confidential information. We are not required to protect or defend our copyrights, although we intend to do so when it is in the best interests of the CINNAHOLIC® franchise system. We have the exclusive right to control any copyright litigation. We have the right to keep all sums obtained in settlement or as a damages award in any proceeding or litigation without any obligation to share any portion of the settlement sums or damages award with you. While we are not required to participate in your defense or to indemnify you for damages or expenses you incur if you are a party to any administrative or judicial proceeding involving our confidential information or other information in which we claim common law rights and copyright protection, we may reimburse you for your liability and reasonable costs in connection with defending our confidential information and other information in which we claim common law rights and copyright protection.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 39–40)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, materials designated as 'confidential' include those specified orally or in writing, or those that should reasonably be considered confidential under the circumstances of their disclosure. These confidential materials are provided to the franchisee only for the duration of the Franchise Agreement and Development Agreement. Franchisees must treat these materials as confidential both during and after the terms of their agreements.
Specifically, franchisees are prohibited from making copies of confidential information, using it outside the scope of the Franchise Agreement or Development Agreement, or disclosing it to unauthorized third parties. The Operations Manual may be disclosed to employees with a business need to know, provided they agree to maintain its confidentiality. Cinnaholic retains exclusive ownership of all copyrighted materials and confidential information, and the franchisee's right to use them is solely derived from, and limited by, the terms of the Franchise Agreement and Development Agreement.
Unauthorized use or disclosure of Cinnaholic's copyrighted materials or confidential information constitutes an infringement of their rights. Franchisees are required to promptly notify Cinnaholic of any unauthorized use or disclosure, including by their employees, and of any challenges to the right to use or ownership of copyrighted materials or confidential information. Cinnaholic has the right to control any copyright litigation and retain all sums obtained in settlements or damages, without any obligation to share them with the franchisee.
Spouses of individual franchisees, as well as shareholders, members, partners, and managers (and their spouses) of non-individual franchisees, must sign agreements to comply with the confidentiality provisions. Cinnaholic also has the right to require other employees with access to confidential information to sign non-competition, non-solicitation, and/or non-disclosure agreements. Cinnaholic can take legal action against franchisees for unauthorized use of confidential information or trade secrets by them or their employees.