What is the definition of 'Confidential Information' within the context of the 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 the 2025 Boulder Designs 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, specifications, 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 by Boulder Designs also falls under this definition.
However, the definition of "Confidential Information" has some 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 without any obligation of non-disclosure, if it's independently developed without using any confidential information, or if it's rightfully obtained from a third party who has the right to disclose it without any restrictions.
This definition is important for prospective Boulder Designs franchisees because it outlines what information they must protect and keep secret, both during and after the franchise agreement. Failure to maintain the confidentiality of this information could lead to legal repercussions and damage the Boulder Designs brand. Franchisees should carefully review this definition and understand their obligations to protect this information.