What happens if I violate the Confidentiality Agreement related to Nothing Bundt Cakes?
Nothing_Bundt_Cakes Franchise · 2025 FDDAnswer from 2025 FDD Document
his Confidentiality Agreement and may enforce it, solely and/or jointly with the Franchisee. I am aware that my violation of this Confidentiality Agreement will cause the Company and the Franchisee irreparable harm; therefore, I acknowledge and agree that the Franchisee and/or the Company may apply for the issuance of an injunction preventing me from violating this Agreement, and I agree to pay the Franchisee and the Company all the costs it/they
incur(s), including, without limitation, legal fees and expenses, if this Confidentiality Agreement is enforced against me. Due to the importance of this Confidentiality Agreement to the Franchisee and the Company, any claim I have against the Franchisee or the Company is a separate matter and does not entitle me to violate, or justify any violation of this Confidentiality Agreement.
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- For purposes of this Agreement, "Confidential Information" means certain information, processes, methods, techniques, procedures, and knowledge, including know-how, manuals, and trade secrets (whether or not judicially recognized as a trade secret), developed or to be developed relating directly or indirectly to the development or operation of a Bakery. This includes all information not generally known or easily accessible and is important and useful in developing and operating a Nothing Bundt Cakes franchise. Without limiting the foregoing, Confidential Information includes, but is not limited to:
- (a) Information in the Nothing Bundt Cakes Operations Manual and any and all System standards;
- (b) Sales and marketing techniques, and knowledge and experience used in developing and operating Nothing Bundt Cakes franchises;
- (c) Personnel recruitment, training programs and techniques and compensation methods;
- (d) Lists of prospective franchisees, supplier networks, strategic partners, vendors and manufacturers associated with Nothing Bundt Cakes franchises;
- (e) Franchisee referral sources, billing and collection methods, financial information, makeup and functions of the intellectual property infrastructure associated with the System including all software, computer systems or billing system associated with Nothing Bundt Cakes Franchises;
- (f) Other information about the Company, franchise system, business plans, and marketing plans;
- (g) Proprietary Recipes and other trade secrets, pricing plans through supplier networks, standards and specifications for product and/or service placement and pricing, price marketing mixes related to products and services offered under the System; and
- (h) Guest Information and any other information the Company reasonably designates as confidential or proprietary.
| In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other. | The Company | |
|---|---|---|
| adopted this standard | and performs its goodwill impairment test by comparing the fair value of the | |
| Company with its carrying amount and recognizes an impairment charge, if any, for the amount by | ||
| which the carrying amount exceeds the Company’s fair value. |
EXHIBIT 5
TO THE NBC FRANCHISOR LLC FRANCHISE AGREEMENT COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS AND LISTINGS
| Amortizable intangible | Useful life | Gross Carrying | Accumulated | Net Carrying | |
|---|---|---|---|---|---|
| assets: | (in years) | Amount | Amortization | Amount | |
| Tradenames | Indefinite | $409,000,000 | $ - | $409,000,000 | |
| Goodwill | 10 | 344,881,254 | 85,447,903 | 259,433,351 | |
| Franchise agreements | 15 | 218,837,260 | 35,884,931 | 182,952,329 | |
| Total | $972,718,514 | $ 121,332,834 | $851,385,680 | ||
| assets: | (in years) | Amount | Amortization | Amount | |
| Tradenames | Indefinite | $409,000,000 | $ - | $409,000,000 | |
| Goodwill | 10 | 344,881,254 | 49,627,370 | 295,253,884 | |
| Franchise agreements | 15 | 218,837,260 | 20,841,644 | 197,995,616 | |
| Total | $972,718,514 | $ 70,469,014 | $902,249,500 |
EXHIBIT 6 TO THE NBC FRANCHISOR LLC FRANCHISE AGREEMENT PERSONAL GUARANTY
(see attached)
ARTICLE I PERSONAL GUARANTY
The undersigned persons (individually and collectively "you") hereby represent to NBC Franchisor LLC ("Franchisor") that you are either: (a) the general partner of [insert here the name of the franchisee entity] ("Franchisee"); (b) all of the shareholders, partners, limited partners, or members in the Franchisee; or (c) the spouse of Franchisee or Franchisee's owner whose financials were required in order for Franchisee to qualify for a Nothing Bundt Cakes® franchised bakery (a "Bakery").
Source: Item 23 — RECEIPTS (FDD pages 93–309)
What This Means (2025 FDD)
According to the 2025 FDD, if a prospective franchisee violates the Confidentiality Agreement with Nothing Bundt Cakes, they may incur legal fees and expenses if the agreement is enforced against them. The FDD emphasizes the importance of the Confidentiality Agreement to both the franchisee and Nothing Bundt Cakes, stating that any claims the franchisee has against either party are separate and do not justify violating the agreement. This means that even if a franchisee believes Nothing Bundt Cakes has acted unfairly, they cannot use that as a reason to disclose confidential information.
The Confidentiality Agreement covers a broad range of information related to the development and operation of a Nothing Bundt Cakes bakery. This includes, but is not limited to, information in the Operations Manual, System standards, sales and marketing techniques, personnel recruitment and training programs, lists of prospective franchisees and suppliers, franchisee referral sources, billing and collection methods, financial information, intellectual property infrastructure, business and marketing plans, proprietary recipes, pricing plans, and guest information. The agreement also extends to any other information that Nothing Bundt Cakes reasonably designates as confidential or proprietary.
Prospective franchisees acknowledge that they will receive confidential information about Nothing Bundt Cakes bakeries and that the franchisor has invested significantly in developing proprietary systems and trade secrets. This information is provided on the condition that the prospective franchisee holds it in strict confidence and does not disclose it to others or use it to operate a competing business. Even after someone ceases to be considered a prospective franchisee, they are still obligated to maintain the confidentiality of the information, unless Nothing Bundt Cakes agrees otherwise in writing. The agreement also restricts prospective franchisees from owning, maintaining, or being involved with any other bakery, except as stipulated in Item 8 of the FDD.