Does the Bonchon confidentiality agreement prevent me from diverting business to competitors of the Franchisee and/or Franchisor?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
I agree that during the term of my employment by, ownership participation in, association with or service to Franchisee, or at any time thereafter, I will not communicate, divulge or use for the benefit of any other person, persons, partnership, proprietorship, association, corporation or entity any confidential information, knowledge or know-how concerning the systems of operation, services, products, clients or practices of Franchisee and/or Franchisor which may be communicated to me ("Confidential Information"), and I will not divert any business to competitors of Franchisee and/or Franchisor.
Any and all information, knowledge, know-how, techniques and information which the entities mentioned above or their officers designate as confidential will be Confidential Information for the purposes of this Agreement, except information which I can demonstrate came to my attention before disclosure or which had become or becomes a part of the public domain through publication or communication by others (unless the publication or communication is in violation of a similar confidentiality agreement), but in no event through any act of mine.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the confidentiality agreement you sign as a franchisee does prevent you from diverting business to competitors of Bonchon or the franchisee. Specifically, during your involvement with the franchise (employment, ownership, etc.) and even afterward, you're prohibited from using confidential information to benefit others or diverting business away from Bonchon. This extends to preventing the communication or use of confidential information related to the operations, services, products, or practices of either the franchisee or Bonchon itself.
This obligation means you cannot actively direct customers or opportunities to competing businesses. The agreement aims to protect Bonchon's business interests by ensuring that knowledge gained during your association with the franchise is not used to aid competitors. This restriction applies not only during the term of your agreement but also continues even after your association with Bonchon ends.
However, there is an exception: information that was already publicly available or known to you before your involvement with Bonchon is not considered confidential. This exception is critical, as it clarifies that general knowledge or information accessible to the public does not fall under the restrictions of the confidentiality agreement. This ensures that the confidentiality agreement does not unduly restrict the franchisee from using general knowledge gained outside of their association with Bonchon.
Furthermore, in Washington state, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable.