What must a Belocal franchisee do if legally compelled to disclose Confidential Information?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event Franchisee, any Principal, or any persons to whom any Confidential Information was lawfully disclosed become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) to disclose any of the Confidential Information, Franchisee and Principals shall provide Franchisor with prompt prior written notice of such requirement so that Franchisor may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained, or that Franchisor waives compliance with the provisions hereof, Franchisee and Principals agree to furnish only that portion of the Confidential Information which Franchisee and/or Principals are advised by written opinion of counsel is legally required and to exercise best efforts to obtain assurance that confidential treatment will be accorded such disclosed Confidential Information;
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, if a franchisee, its principals, or anyone who has lawfully received Confidential Information is legally required to disclose it, they must promptly notify Belocal in writing. This allows Belocal to seek a protective order or another suitable remedy, or to waive the franchisee's compliance with the agreement's terms.
If a protective order or another remedy isn't obtained, or if Belocal waives compliance, the franchisee and its principals must only disclose the portion of Confidential Information that their legal counsel advises them is legally required. They also need to make their best effort to ensure that the disclosed Confidential Information is treated confidentially.
This provision protects Belocal's confidential business information while also ensuring the franchisee complies with legal obligations. It is a fairly standard clause in franchise agreements, balancing the franchisor's need to protect trade secrets with the franchisee's need to comply with the law.