What are the exceptions to the definition of 'Confidential Information' for a Bigfoot Forestry franchisee?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
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, certain information is excluded from the definition of 'Confidential Information.' This means a franchisee is not obligated to keep these specific types of information confidential. These exceptions are important because they define the boundaries of what a franchisee must protect versus what they are free to use or disclose.
The first exception is information that is already publicly available or subsequently becomes publicly available through no fault of the franchisee. This acknowledges that information already in the public domain cannot be considered a trade secret. The second exception covers information the franchisee rightfully possessed before it was disclosed by Bigfoot Forestry, provided there was no prior obligation to keep it confidential. This protects information the franchisee already knew independently.
The third exception is for information independently developed by the franchisee without using or referencing any of Bigfoot Forestry's confidential information. This encourages innovation and allows franchisees to use their own expertise. Finally, information rightfully obtained from a third party who had the right to disclose it without breaching any confidentiality agreement is also excluded. This ensures that franchisees are not penalized for receiving information from legitimate sources.