Under what condition can a Bhc franchisee disclose trade secrets in a document filed in a lawsuit or other proceeding?

According to Bhc's 2025 Franchise Disclosure Document, a franchisee can disclose trade secrets in a document filed in a lawsuit or other proceeding only if the filing is made under seal and protected from public disclosure. This provision aligns with 18 U.S.C. Section 1833(b), which protects individuals from liability under trade secret laws for disclosures made in legal filings under seal.

This means that while Bhc franchisees are generally obligated to maintain the confidentiality of trade secrets, they have some legal protection if disclosure occurs within the confines of a lawsuit. However, this protection is conditional. The franchisee must ensure that the document containing the trade secrets is filed under seal, preventing public access to the information.

For a prospective Bhc franchisee, this clause offers a degree of reassurance. It acknowledges the possibility that trade secrets might need to be revealed during legal proceedings. By adhering to the 'under seal' requirement, the franchisee can comply with legal obligations without automatically breaching their confidentiality agreement with Bhc. This underscores the importance of seeking legal counsel when dealing with potential trade secret disclosures in legal contexts to ensure full compliance with both the franchise agreement and applicable laws.