What is the Black Bear Diner franchisee's (Developer's) obligation regarding employees or other persons to whom they disclose Confidential Information?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPT (FDD pages 56–243)
What This Means (2025 FDD)
According to the 2025 Black Bear Diner FDD, a developer may share confidential information with employees deemed necessary and with other third parties, but only if they have prior written approval from Black Bear Diner. Black Bear Diner can request that the developer ensure that employees and other individuals who receive confidential information sign agreements to maintain its confidentiality. This ensures that sensitive business data remains protected.
This requirement means a potential Black Bear Diner developer must implement procedures to control access to confidential information. They need to obtain permission before disclosing such information to outside parties. Furthermore, they may need to manage the execution of confidentiality agreements with their staff and other relevant individuals if Black Bear Diner requests it.
This is a fairly standard practice in franchising, as franchisors need to protect their proprietary information and operational methods. By requiring confidentiality agreements, Black Bear Diner aims to prevent the unauthorized use or dissemination of sensitive data that could harm the brand or give competitors an unfair advantage. The franchisee bears the responsibility of ensuring compliance with these confidentiality requirements among their personnel and any third parties they work with.