Does the Bonchon confidentiality agreement apply to information that becomes public through a breach of a similar agreement by someone else?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information will not, however, include information which you can demonstrate came to your attention before we disclosed it to you (unless illegally or improperly procured by you before our disclosure) or which, at or after the time of disclosure, has become a part of the public domain through publication or communication by others, but not through any act of yours.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the confidentiality agreement does not apply to information that becomes part of the public domain through publication or communication by others. This means that if confidential information about the Bonchon system becomes publicly available through a source other than the franchisee's own actions, the franchisee is no longer bound to keep that specific information confidential. However, this exception does not apply if the franchisee was involved in illegally or improperly procuring the information before it was disclosed by Bonchon.
This provision protects Bonchon franchisees from being held liable for information that is already publicly known due to the actions of others. However, it is crucial for franchisees to understand that this exception is limited. If the franchisee themselves disclose the information or are involved in obtaining the information improperly before it becomes public, they will still be in violation of the confidentiality agreement. The franchisee bears the burden of demonstrating that the information came to their attention before Bonchon disclosed it or that it became public through no action of their own.
In practical terms, a Bonchon franchisee should exercise extreme caution in handling any information deemed confidential by Bonchon. Even if similar information appears elsewhere, the franchisee should not assume it is safe to disclose. They should consult with Bonchon if they are unsure whether certain information is still considered confidential. This clause highlights the importance of franchisees diligently protecting Bonchon's confidential information, as they remain responsible for maintaining confidentiality unless the information enters the public domain through no fault of their own.