What is the definition of 'Confidential Information' in the context of a Boulder Designs franchise agreement?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
- "Confidential Information" means all technical and non-technical information used in or related to BOULDER DESIGNS Businesses including but not limited to current, former, and prospect client list and related information and not commonly known by or available to the public, including, without limitation, Trade Secrets, system standards and specifications, all information contained in the franchise manual, proprietary processing table with mailbox jig, texture mats and accessories, financial information, marketing data, vendor and supplier list, and all other knowledge and know-hows, and any other information identified as confidential when delivered by Franchisor.
Confidential Information shall not include, however, any information established by documentary evidence that: (a) is now or subsequently becomes generally available to the public through no fault of Franchisee; (b) Franchisee can demonstrate was rightfully in its possession, without obligation of nondisclosure, prior to disclosure pursuant to this Agreement; (c) is independently developed without the use of any Confidential Information; or (d) is rightfully obtained from a third party who has the right, without obligation of nondisclosure, to transfer or disclose such information;
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, 'Confidential Information' encompasses all technical and non-technical data related to Boulder Designs businesses that isn't publicly known. This includes, but isn't limited to, trade secrets, system standards and specifications, information within the franchise manual, proprietary processing tables with mailbox jigs, texture mats and accessories, financial information, marketing data, and vendor/supplier lists. Any information identified as confidential when provided by Boulder Designs also falls under this definition. This broad definition ensures that a wide array of sensitive business information remains protected.
However, the definition of 'Confidential Information' does have some exceptions. Information is not considered confidential if it becomes publicly available through no fault of the franchisee, if the franchisee rightfully possessed the information before the agreement without any obligation of non-disclosure, if the information is independently developed without using any confidential information, or if it is rightfully obtained from a third party who has the right to disclose it without any obligation of non-disclosure. These exceptions provide some leeway for franchisees regarding information they may already possess or independently develop.
For a prospective Boulder Designs franchisee, understanding the scope of 'Confidential Information' is crucial. It dictates what information they must protect and cannot disclose during and after the franchise agreement. The franchisee must ensure that they and their employees maintain the confidentiality of this information to avoid potential legal repercussions. Furthermore, the exceptions to this definition highlight the importance of documenting any pre-existing knowledge or independent development of information to avoid future disputes over confidentiality.