Under what circumstances is a Bojangles franchise recipient allowed to disclose Confidential Information without written consent from the franchisor?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
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; (2) disclosure in litigation related to the enforcement of this Agreement, the Franchise Agreement, and/or any other Franchise or Development Agreement between Franchisee and Franchisor, subject to any protective order that may be entered by the court; or (3) disclosure of the operating results and financial performance of Franchisee's Bojangles restaurants.
All Confidential Information disclosed in accordance with Sections 2.D.(1) and (2) may only be provided by Recipient under a protective order entered by the applicable court or governmental body.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, a franchise recipient, or "Recipient," is generally prohibited from disclosing Confidential Information without the franchisor's prior written consent. However, there are specific exceptions to this rule.
The Recipient may disclose Confidential Information without written consent from Bojangles under the following circumstances: (1) if required by a valid order from a court or governmental body, provided that Bojangles is given prior written notice and a reasonable opportunity to object or seek a protective order; (2) in litigation related to the enforcement of the franchise agreement or other agreements between the franchisee and Bojangles, subject to any protective order issued by the court; or (3) disclosure of the operating results and financial performance of Franchisee's Bojangles restaurants.
It is important to note that any Confidential Information disclosed under exceptions (1) and (2) must be done under a protective order issued by the relevant court or governmental body. This ensures that even when disclosure is necessary, the information is still protected from broader dissemination. This is a fairly standard practice in franchising, as franchisors need to protect their trade secrets and proprietary information while also allowing franchisees to comply with legal and regulatory requirements.