Does the Bigfoot Forestry confidentiality agreement define what constitutes a breach of confidentiality?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
nition. A Competing Business does not include any Bigfoot Forestry Business operated pursuant to a valid franchise agreement or license agreement with us or our affiliate.
"Confidential Information" means and includes: (a) Know-How; (b) Business Data; (c) information in the Manual or comprising the System; (d) terms of Definitive Agreements and any amendments thereto; and (e) all other concepts, ideas, trade secrets, financial information, marketing strategies, expansion strategies, studies, supplier information, customer information, franchisee information, investor information, flow charts, inventions, mask works, improvements, discoveries, standards, specifications, formulae, recipes, designs, sketches, drawings, policies, processes, procedures, methodologies and techniques, together with analyses, compilations, studies or other documents that are: (i) designated as confidential; (ii) known by you to be considered confidential by us; and/or (iii) reasonably to be considered confidential due to their nature. Confidential Information does not include information that: (a) is now, or subsequently becomes, generally available to the public (except as a result of a breach of confidentiality obligations by you or your Owners, employees or other constituents); (b) you can demonstrate was rightfully possessed by you or an Owner, without obligation of nondisclosure, before we disclosed the information to you or the Owner; (c) is independently developed by you or an Owner without any use of, or reference to, any Confidential Information; or (d) is rightfully obtained from a third party who has the right to transfer or disclose the information to you or an Owner without breaching a confidentiality covenant imposed on such third party.
"Confidentiality Agreement" means the Confidentiality Agreement attached as ATTACHMENT "E" that your employees must sign.
"Copyrighted Materials" means all copyrightable materials for which we or our affiliate claim or secure common law or registered copyright protection and that we allow franchisees to use, sell or display in connection with the marketing and/or operation of a Bigfoot Forestry Business.
"Customer Data" means and includes any and all data that pertains to a Bigfoot Forestry Business customer, including name, address, contact information, date of birth, purchase history and any other information collected for any purpose.
"Definitive Agreements" means, collectively: (a) this Agreement; (b) the Area Development Agreement pursuant to which this Agreement is executed (if applicable); (c) any other Franchise Agreement between you (or your affiliate) and us (or our affiliate) for a Bigfoot Forestry Business or any other franchised concept; and (d) all ancillary agreements related to the foregoing, including Franchise Owner Agreements.
"Dispute" means any Claim, dispute or disagreement between the parties, including any matter pertaining to: (a) the interpretation or enforcement of this Agreement; (b) the offer or sale of the franchise; or (c) the relationship between the parties.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to Bigfoot Forestry's 2025 Franchise Disclosure Document, the confidentiality agreement outlines what is considered confidential information and provides some stipulations regarding its use. The agreement defines "Confidential Information" to include Know-How, Business Data, information in the Manual or comprising the System, terms of the Franchise Agreement, and other concepts, ideas, trade secrets, financial information, and strategies. This information is considered confidential if it is designated as such, known to be considered confidential, or reasonably considered confidential due to its nature.
However, the confidentiality agreement also specifies what is NOT considered confidential information. This includes information that is publicly available (unless due to a breach of confidentiality), rightfully possessed before disclosure, independently developed, or rightfully obtained from a third party without a breach of confidentiality.
Furthermore, the franchise agreement states that franchisees must (i) refrain from using the Intellectual Property or Confidential Information in any capacity or for any purpose other than the operation of Franchisee's Bigfoot Forestry Business in compliance with the Franchise Agreement and Manual; (ii) maintain the confidentiality of the Confidential Information at all times; (iii) refrain from making unauthorized copies of documents containing Confidential Information; (iv) take all steps we reasonably require to prevent unauthorized use or disclosure of Confidential Information; and (v) immediately stop using the Intellectual Property and Confidential Information at such time that you are (or your spouse is) no longer an Owner. These stipulations, along with the definitions of confidential versus non-confidential information, serve to define what actions would constitute a breach of the confidentiality agreement.