Does the definition of 'Confidential Information' for Boulder Designs include knowledge and know-hows?
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.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the definition of "Confidential Information" explicitly includes "knowledge and know-hows." This means that any technical and non-technical information related to the Boulder Designs business that isn't publicly known is considered confidential. This encompasses a wide range of data, including client lists, system standards, specifications, information within the franchise manual, proprietary processing tables, texture mats, accessories, financial information, marketing data, and vendor lists.
For a prospective Boulder Designs franchisee, this definition has significant implications. It means they are legally obligated to protect all such information and cannot disclose it to unauthorized parties. This obligation extends not only during the franchise term but also after termination. The FDD specifies that this obligation applies to the franchisee, their owners, officers, directors, managers, trustees, general partners, and even their spouses, adult children, parents, siblings, and other related individuals.
However, the definition also includes exceptions. Information is not considered confidential if it becomes publicly available through no fault of the franchisee, if the franchisee rightfully possessed it before the agreement, if it's independently developed without using confidential information, or if it's rightfully obtained from a third party with the right to disclose it. These exceptions provide some protection for the franchisee, but the burden of proof rests on them to demonstrate that the information falls under one of these exceptions.
In summary, the broad definition of "Confidential Information" in the Boulder Designs franchise agreement underscores the importance of maintaining secrecy and protecting the franchisor's proprietary information. Prospective franchisees should carefully review this definition and understand their obligations to avoid potential legal issues.