What is the definition of 'Confidential Information' for a Bigfoot Forestry franchisee?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
"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 Bigfoot Forestry's 2025 Franchise Disclosure Document, Confidential Information is broadly defined. It includes Know-How, Business Data, information contained within the Manual or System, and the terms outlined in the Franchise Agreement and related agreements.
Furthermore, the definition extends to encompass a wide array of concepts, ideas, trade secrets, financial details, marketing and expansion strategies, studies, supplier and customer information, franchisee and investor data, flow charts, inventions, mask works, improvements, discoveries, standards, specifications, formulae, recipes, designs, sketches, drawings, policies, processes, procedures, methodologies, and techniques. This also includes any analyses, compilations, studies, or other documents that meet one of three criteria: being designated as confidential, known by the franchisee to be considered confidential by Bigfoot Forestry, or reasonably considered confidential due to their nature.
However, the FDD also specifies exclusions from the definition of Confidential Information. Information is not considered confidential if it is already publicly available (unless due to a breach of confidentiality by the franchisee), rightfully possessed by the franchisee before disclosure by Bigfoot Forestry, independently developed by the franchisee without using Confidential Information, or rightfully obtained from a third party without any breach of confidentiality. This provides some clarity on what information the franchisee is not obligated to keep confidential.