Under what circumstances is a Bojangles recipient permitted to disclose Confidential Information without breaching the confidentiality agreement?
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 recipient of confidential information is generally prohibited from disclosing it to any person or entity without Bojangles's prior written consent. However, there are specific exceptions to this rule.
The recipient may disclose confidential information under the following circumstances: (1) if required by a valid order from a court or other governmental body, provided that Bojangles is given prior written notice and a reasonable opportunity to object or obtain a protective order; (2) in litigation related to the enforcement of the Confidentiality Agreement, the Franchise Agreement, and/or any other Franchise or Development Agreement between the franchisee and Bojangles, subject to any protective order issued by the court; or (3) when disclosing the operating results and financial performance of the franchisee's Bojangles restaurants.
It is important to note that any confidential information disclosed under exceptions (1) and (2) must be provided under a protective order entered by the applicable court or governmental body. This means that even when disclosure is permitted, it is still subject to legal restrictions to maintain confidentiality to the greatest extent possible. These exceptions are fairly standard in franchise agreements, as they balance the need to protect sensitive business information with legal and business realities.