Does the confidentiality clause in the Bevaris Alliance agreement apply to the customers of the other party?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
27.3 Confidentiality.
- (a) Each party undertakes that it shall not at any time or at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 27.3(b).
- (b) Each party may disclose the other party's Confidential Information:
- (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the party's right's or carrying out its obligations under this agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 27.3(b); and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- (c) No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to the 2024 Bevaris Alliance Franchise Disclosure Document, the confidentiality clause in the franchise agreement does extend to the customers of the other party. Specifically, each party (both the franchisor and the franchisee) agrees not to disclose any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party. This restriction applies both during the term of the agreement and for a period of two years after the agreement terminates.
This means that as a Bevaris Alliance franchisee, you are obligated to protect any confidential information you obtain about the franchisor's customers, clients, or suppliers. Similarly, Bevaris Alliance must protect any confidential information it learns about your customers, clients, or suppliers. The FDD specifies some exceptions. Each party may disclose confidential information to its employees, officers, representatives, subcontractors, or advisors who need to know the information to fulfill their obligations under the agreement, provided they ensure these individuals also comply with the confidentiality clause. Disclosure is also permitted if required by law or a court or regulatory authority.
This clause aims to protect the sensitive business information of both Bevaris Alliance and its franchisees, ensuring that neither party can use confidential information to their advantage or to the detriment of the other. For a prospective franchisee, this highlights the importance of maintaining strict confidentiality and implementing appropriate measures to safeguard sensitive data. Failing to comply with this clause could result in legal repercussions and damage the relationship between the franchisee and franchisor.
Furthermore, the agreement explicitly states that neither party can use the other's confidential information for any purpose other than to exercise their rights and perform their obligations under the franchise agreement. This provision reinforces the commitment to protecting confidential information and prevents either party from exploiting such information for unauthorized purposes.