Does the Bojangles franchise agreement specify that Confidential Information can be obtained orally?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
and processes; contracts and contractual relations with franchisees, customers, distributors, vendors or suppliers; restaurant remodel plans or expansion plans; business acquisition plans; new personnel acquisition plans; technical information; software; hardware; business, market and development plans and programs; financial data, information and projections; financial plans; strategic initiatives; information regarding the retail and commercial operations of Franchisor and the Franchisor Parties; and all information that: (1) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (3) is designated by Franchisor or the Franchisor Parties as confidential or proprietary. Confidential Information may be in written form or obtained orally. As used in this Agreement, the term "representatives" of a party shall include the directors, officers, employees, shareholders or other securities holders, partners, members, trustees, agents, lenders, advisors, subsidiaries and other foreign and domestic affiliates and/or related entities of a party. For the avoidance of doubt, Confidential Information may include information of a third party that has been provided or disclosed to Franchisor and is further provided or made available to Recipient by Franchisor pursuant to this Agreement. Nothing herein shall be construed to prohibit Recipient from discussing the Confidential Information with other Bojangles' franchisees and/or Bojangles' vendors, provided those franchisees and/or vendors have also executed a confidentiality agreement with, or agreed to be bound by confidentiality clauses to, Franchisor.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the franchise agreement does address whether confidential information can be obtained orally. The agreement specifies that confidential information can be in written form or obtained orally. This means that franchisees are responsible for maintaining the secrecy of information regardless of how it was communicated, whether in writing or verbally.
The definition of confidential information is broad, including items such as business, market, and development plans, financial data, and information regarding the retail and commercial operations of Bojangles. It also includes anything that derives economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy, or is designated as confidential by Bojangles.
This places a significant responsibility on the franchisee to ensure that all information, regardless of its format, is protected. The franchisee must take appropriate measures to prevent unauthorized disclosure or use of confidential information obtained orally, just as they would with written documents. This could include training employees on confidentiality, restricting access to sensitive areas, and implementing security protocols to prevent leaks of information.