Under what circumstances is Cinnaholic permitted to disclose information regarding a Cinnaholic franchisee's bakery operation?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, Cinnaholic possesses proprietary and confidential information regarding the operation of Cinnaholic bakeries and the Cinnaholic system. This information is not commonly known or available to the public and is considered a valuable asset of Cinnaholic. Franchisees acknowledge this and agree to protect this information.
Cinnaholic is permitted to disclose this information if it has been voluntarily disclosed to the public by Cinnaholic, independently developed or lawfully obtained by the franchisee, or has otherwise entered the public domain through lawful means. Additionally, Cinnaholic can disclose the franchisee's information if it is required to carry out the franchisee's obligations under the Franchise Agreement or if Cinnaholic has expressly approved the disclosure in writing.
However, franchisees and related parties are prohibited from disclosing Cinnaholic's proprietary or confidential information to any party, or using it for their own or another party's benefit, unless required to fulfill their obligations under the agreement or with Cinnaholic's written approval. This restriction extends for five years after the termination or expiration of the agreement, but if the information constitutes a trade secret, the restriction remains in effect as long as it remains a trade secret. Franchisees must also take steps to protect Cinnaholic's confidential information from unauthorized disclosure, copying, or use.