Does the definition of 'Confidential Information' for Boulder Designs include proprietary processing tables?
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, the definition of "Confidential Information" does include proprietary processing tables. Specifically, the FDD states that Confidential Information includes, but is not limited to, "proprietary processing table with mailbox jig". This means that Boulder Designs considers this information to be a key part of their business operations and protects it accordingly.
For a prospective Boulder Designs franchisee, this means that they will be obligated to protect the confidentiality of the proprietary processing tables and related information. They cannot share this information with unauthorized parties or use it in any way that could harm Boulder Designs' competitive advantage. This obligation extends not only during the term of the franchise agreement but also after its termination.
The FDD also specifies that Confidential Information includes a wide range of technical and non-technical data, trade secrets, system standards, financial information, marketing data, and vendor lists. This broad definition highlights the importance Boulder Designs places on protecting its proprietary information and maintaining a competitive edge in the market. Franchisees should be aware of the scope of this definition and take appropriate measures to safeguard all Confidential Information entrusted to them.
However, the definition of "Confidential Information" does not include information that is already publicly available, rightfully in the franchisee's possession prior to the agreement, independently developed, or rightfully obtained from a third party without any obligation of non-disclosure. This provides some exceptions to the confidentiality obligations, but franchisees should still exercise caution and seek clarification from Boulder Designs if they are unsure whether certain information is considered confidential.