Does the Bigfoot Forestry confidentiality agreement place any restrictions on disclosing the terms of the Franchise Agreement?
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.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to the 2025 Bigfoot Forestry Franchise Disclosure Document, the confidentiality agreement does place restrictions on disclosing the terms of the Franchise Agreement. The agreement defines "Confidential Information" to include, among other things, the terms of the Franchise Agreement and related agreements. This means that franchisees are generally prohibited from disclosing the specific terms and conditions outlined in their Franchise Agreement with Bigfoot Forestry.
This restriction is a fairly standard practice in franchising, designed to protect the franchisor's proprietary information and maintain uniformity within the franchise system. By keeping the terms of individual agreements confidential, Bigfoot Forestry aims to prevent franchisees from sharing potentially sensitive information with competitors or using it to negotiate more favorable terms in the future. It also ensures that prospective franchisees cannot use existing franchisees' agreements to gain an unfair advantage during their own negotiations.
However, the definition of "Confidential Information" also includes exceptions. Information that is already publicly available, rightfully possessed by the franchisee before disclosure by Bigfoot Forestry, independently developed by the franchisee, or rightfully obtained from a third party without a breach of confidentiality is not considered confidential. This provides some leeway for franchisees to discuss general aspects of their franchise agreement, as long as they do not disclose specific, non-public details.
Prospective Bigfoot Forestry franchisees should carefully review the confidentiality agreement and understand the scope of these restrictions before signing the Franchise Agreement. It is important to clarify what information can and cannot be shared, especially when seeking advice from legal or financial professionals. Franchisees should also be aware of the potential consequences of breaching the confidentiality agreement, which could include legal action or termination of the franchise agreement.