What is considered an exception to the Bonchon confidentiality agreement regarding information that comes to my attention?

According to Bonchon's 2025 Franchise Disclosure Document, there are specific exceptions to the confidentiality agreement. This means that while franchisees are generally restricted from divulging confidential information related to the Bonchon system, there are instances where this restriction does not apply.

Specifically, the confidentiality restrictions do not apply to information that a franchisee can demonstrate came to their attention before Bonchon disclosed it to them. However, this exception does not apply if the franchisee illegally or improperly procured the information before Bonchon's disclosure. Additionally, information that becomes part of the public domain through publication or communication by others, not due to any action by the franchisee, is also exempt from the confidentiality restrictions.

This is a fairly standard clause in franchise agreements. It protects franchisees from being penalized for knowing information before becoming a franchisee or for information that becomes publicly available through no fault of their own. However, it is important to note that the franchisee bears the burden of demonstrating that the information falls within these exceptions.

In practical terms, a prospective Bonchon franchisee should carefully document any prior knowledge they have of the Bonchon system before signing the agreement. They should also be aware that they cannot disclose confidential information simply because it is known to others; it must have become part of the public domain through legitimate means. This clause aims to balance Bonchon's need to protect its trade secrets with the franchisee's right to use information that was already known or has become publicly available.