What are the exceptions to the confidential information that a Bojangles franchisee must keep private?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Franchisee shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of any other person, persons, partnership, association, corporation or limited liability company any confidential information, knowledge, or know-how concerning the methods of operation of the Franchised Business which may be communicated to Franchisee or of which Franchisee may be apprised by virtue of Franchisee's operation under the terms of this Agreement. Franchisee shall divulge such confidential information only to such of its employees as must have access to it in order to operate the Franchised Business, and Franchisee shall take such precautions as Franchisor deems necessary to ensure that Franchisee's employees retain such information in confidence. Any and all information, knowledge, know-how, and techniques which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, except information which Franchisee can demonstrate came to its attention prior to disclosure thereof by Franchisor; or which, at the time of disclosure by Franchisor to Franchisee, had become a part of the public domain, through publication or communication by others; or which, after disclosure to Franchisee by Franchisor, becomes a part of the public domain, through publication or communication by others.
Source: Item 23 — RECEIPTS (FDD pages 82–573)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, a franchisee is obligated to maintain the confidentiality of information related to the operation of the franchised business. This obligation extends both during the term of the agreement and after its termination. However, there are specific exceptions to this rule.
The franchisee is not required to treat as confidential any information that they can demonstrate was already known to them prior to its disclosure by Bojangles. Additionally, information that was already in the public domain at the time of disclosure, through publication or communication by others, is not considered confidential. Similarly, if information becomes part of the public domain after Bojangles discloses it to the franchisee, through publication or communication by others, it loses its confidential status.
These exceptions protect the franchisee from being bound by confidentiality obligations for information that was either previously known to them or is generally accessible to the public. This is a fairly standard provision in franchise agreements, ensuring that franchisees are not unduly restricted from using information that is not genuinely proprietary to the franchisor. However, franchisees should be prepared to provide evidence that the information falls within one of these exceptions if a dispute arises.