Is there an exception to the Bonchon confidentiality agreement if the information was already known before disclosure?
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, there are exceptions to the confidentiality agreement. Bonchon franchisees are not bound by confidentiality regarding information that they can demonstrate was already known to them before Bonchon disclosed it, unless the franchisee illegally or improperly procured the information. 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 means a prospective Bonchon franchisee is not required to keep information confidential if they already knew it prior to signing the agreement, as long as they did not obtain it improperly. This protects franchisees from being penalized for possessing pre-existing knowledge. However, the burden of proof rests on the franchisee to demonstrate that they had prior knowledge of the information.
It is important to note that the confidentiality obligations extend both during the term of the Franchise Agreement and even after its expiration or termination. This long-term restriction highlights the importance Bonchon places on protecting its proprietary information and trade secrets. Franchisees should carefully document any information they already possess before signing the agreement to avoid potential disputes later on.