What precautions must a Buns On Fire franchisee take to protect Confidential Information?

the public domain through no fault of Franchisee, (ii) information disclosed to Franchisee by a third party having legitimate and unrestricted possession of such information, or (iii) information that Franchisee can demonstrate by clear and convincing evidence was within Franchisee's legitimate and unrestricted possession when the parties began discussing the sale of the franchise.

11.6 Non-Disclosure of Confidential Information

(i.) Franchisor and Franchisor's affiliates own all right, title, and interest in and to the Confidential Information. Franchisee will not, nor will Franchisee permit any person to, use or disclose any Confidential Information (including without limitation all or any portion of the Confidential Operations Manuals) to any other person, except to the extent necessary for Franchisee's professional advisors and Franchisee's employees to perform their functions in the operation of the Franchised Business. Franchisee acknowledges that your use of the Confidential Information in any other business would constitute an unfair method of competition with Franchisor and Franchisor's franchisees. Franchisee will be strictly liable to Franchisor for any unauthorized use or disclosure of Confidential Information by any employee, contractor, agent, representative or other person to whom Franchisee discloses Confidential Information,

regardless of fault, and shall indemnify and hold Franchisor harmless from any damages resulting from such unauthorized use or disclosure. Franchisee will take reasonable precautions to protect the Confidential Information from unauthorized use or disclosure and will implement any systems, procedures, or training programs that we require. At our request, Franchisee will require anyone who may have access to the Confidential Information to execute non-disclosure agreements in a form satisfactory to Franchisor that identifies Franchisor as a third-party beneficiary of such covenants with the independent right to enforce the agreement.

(ii.) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under a Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to an attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal;

Source: Item 23 — RECEIPTS (FDD pages 49–200)