What is the permitted use of the Confidential Information provided to the recipient in relation to a Bojangles franchise?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
Recipient shall use the Confidential Information solely for purposes of evaluating whether or not Recipient will purchase a Franchise.
Recipient shall not disclose the Confidential Information to any person or entity without Franchisor's prior written consent (in which case such person or entity must sign a Confidentiality Agreement with Franchisor) and agrees to protect the Confidential Information against unauthorized disclosure using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect Recipient's confidential information.
Without in any way limiting the generality of Recipient's obligations under this Agreement, Recipient acknowledges and agrees that in no event will Recipient disclose any of the Confidential Information to any of Franchisor's competitors.
- **B.
No Use, Copying or Transfer.** Recipient shall not use, copy or transfer Confidential Information in any way and shall protect the Confidential Information against unauthorized use, copying or transfer using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect Recipient's confidential information.
Recipient further agrees not to remove, overprint, or deface any notice of copyright, trademark, logo, or other notices of ownership from any Confidential Information.
- **C.
Applicability.** These covenants shall apply to all Confidential Information disclosed to Recipient by any Franchisor Party prior to and after the date of this Agreement.
- **D.
Exceptions**.
The covenants in Sections 2.A and 2.B shall not apply to any of the following: (1) disclosure pursuant to a valid order of a court or other governmental body, provided that Recipient shall first have given written notice to Franchisor and shall give Franchisor a reasonable opportunity to interpose an objection or obtain a protective order; or (2) disclosure in litigation related to the enforcement of this Agreement and/or any other agreement between Recipient and Franchisor subject to any protective order that may be entered by the court.
All Confidential Information disclosed in accordance with this Section 2.D. may only be provided by Recipient under a protective order entered by the applicable court or governmental body.
- **E.
Return and/or Destruction of Confidential Information.** If, at any time, Franchisor determines that it does not wish for Recipient to purchase a Franchise or Recipient determines that it does not wish to purchase a Franchise, or if Franchisor requests, at any time and for any reason, that Recipient do so, Recipient agrees to: (1) immediately cease to use the Confidential Information; (2) immediately return, or destroy the Confidential Information and all copies thereof (whether or not such copies were authorized) and cause any third party to whom disclosure was made to do the same; and (3) at the request of Franchisor, certify in writing that Recipient and all others to whom Recipient has provided such Confidential Information, have complied with subsections (1) and (2) above.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the recipient of confidential information is permitted to use it solely for the purpose of evaluating whether or not to purchase a franchise. The recipient must protect the confidential information with at least a reasonable degree of care, and cannot disclose it to any person or entity without Bojangles's prior written consent, unless that person or entity signs a Confidentiality Agreement with Bojangles. The recipient also agrees not to disclose the confidential information to any of Bojangles's competitors.
The agreement specifies that the recipient cannot use, copy, or transfer the confidential information in any way beyond the scope of evaluating a franchise purchase. They must also protect the information against unauthorized use, copying, or transfer, using a reasonable degree of care. Additionally, the recipient is prohibited from removing, overprinting, or defacing any copyright, trademark, logo, or other ownership notices from the confidential information.
There are exceptions to these restrictions. Disclosure is permitted if required by a valid order from a court or governmental body, provided that Bojangles is given prior written notice and an opportunity to object or obtain a protective order. Disclosure is also allowed in litigation related to the enforcement of the agreement, the Franchise Agreement, or any other agreement between the franchisee and Bojangles, subject to any protective order issued by the court. However, all confidential information disclosed under these exceptions must be provided under a protective order from the relevant court or governmental body.
If either Bojangles or the recipient decides not to proceed with the franchise purchase, the recipient must immediately cease using the confidential information and return or destroy it, including all copies. They must also ensure that any third parties to whom the information was disclosed do the same. At Bojangles's request, the recipient must certify in writing that they and all others who received the confidential information have complied with these requirements.