Does the Bambu franchise agreement specify what constitutes 'unauthorized person' in the context of disclosing confidential information?

According to the 2025 Bambu Franchise Disclosure Document, the franchise agreement does not explicitly define what constitutes an "unauthorized person." However, it does outline the scope of confidential information and the restrictions on disclosing it to any person, firm, corporation, or other entity without prior written consent from Bambu. This suggests that anyone outside of the franchisee, their employees, agents, or representatives who need the information to perform their duties, and who have not been explicitly authorized by Bambu, could be considered an "unauthorized person."

The Bambu franchise agreement emphasizes the importance of maintaining the confidentiality of proprietary information, stating that any unauthorized disclosure or use of confidential information would be wrongful and cause irreparable harm to Bambu. The agreement also mentions that Bambu reserves the right to require the franchisee to have officers, directors, partners, shareholders, members, managers, employees, and their immediate family members sign a Nondisclosure and Noncompetition Agreement. This highlights Bambu's concern over a wide range of individuals potentially accessing confidential information.

Given the lack of a precise definition of "unauthorized person" in the FDD, it would be prudent for a prospective Bambu franchisee to seek clarification from the franchisor during their due diligence. Specifically, they should inquire about the criteria Bambu uses to determine who is authorized to receive confidential information and what procedures are in place to ensure that such information is not inadvertently disclosed to unauthorized parties. Understanding these nuances can help a franchisee better protect Bambu's confidential information and avoid potential breaches of the franchise agreement.