To whom should a Black Bear Diner franchisee disclose Confidential Information?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
any Mark as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms designs, or symbols, or in any modifying words, terms designs or symbols, or in any modified form, nor may Developer use any Mark, in connection with any business or activity, other than the business conducted by Developer pursuant to Franchise Agreement(s) entered into between Developer and Franchisor, or in any other manner not explicitly authorized in writing by Franchisor.
6.2 Confidential Information
Except as hereinafter provided, Developer shall not, during the term of this Agreement or at any time thereafter, communicate, divulge, or use for the benefit of any other person or entity any Confidential Information which may be communicated to Developer or of which Developer may be apprised by virtue of Developer's activities under this Agreement or any Franchise Agreement with Franchisor. Developer may divulge such Confidential Information only to such of its employees as deemed necessary by Developer, and to other third parties with the prior written approval of Franchisor. All information which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, except information which Developer can demonstrate came to its attention by lawful means prior to disclosure thereof by Franchisor, or which, at or after the time of disclosure by Franchisor to Developer, had become or later becomes a part of the public domain, through publication or communication by others. At Franchisor's request, Developer shall require its employees and any other person to whom Developer wishes to disclose any Confidential Information of Franchisor to execute covenants that they will maintain the confidentiality of such information.
**7.
Source: Item 23 — RECEIPT (FDD pages 56–243)
What This Means (2025 FDD)
According to the 2025 Black Bear Diner Franchise Disclosure Document, a developer (which would include a franchisee) may disclose Confidential Information to its employees if deemed necessary. However, the franchisee needs prior written approval from Black Bear Diner to disclose confidential information to other third parties. Black Bear Diner may also request that the franchisee require its employees or any other person to whom the franchisee wishes to disclose confidential information to sign covenants agreeing to maintain the confidentiality of such information.
If a governmental authority legally compels a Black Bear Diner franchisee to disclose Confidential Information, the franchisee must first provide reasonable assistance to Black Bear Diner if it elects to contest the request. If Black Bear Diner chooses not to contest or is unsuccessful, the franchisee may disclose the information, but only the portion legally required. The franchisee must also use reasonable efforts to ensure the information is treated confidentially and provide Black Bear Diner with a copy of all information disclosed to the governmental authority.
These stipulations ensure that Black Bear Diner maintains control over its proprietary information and trade secrets, which is common in franchising. Prospective franchisees should carefully consider these confidentiality obligations, as breaches could lead to legal and financial repercussions. Franchisees should also be aware of the potential need to obtain written approval before sharing confidential information with certain parties, which could impact their operational flexibility.