According to the Buona agreement, what constitutes 'Confidential Information'?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
For purposes of this Agreement, the term "Confidential Information" means information relating to Franchisor or the System that is not generally available to the public, including the Manual, operational standards, specifications, procedures and methods, recipes and food and preparation methods, prepared mixes, products, supplies, equipment, marketing, advertising and promotional material and methods, and accounting systems, and all other information and knowhow relating to the methods of developing, operating and marketing the Buona Restaurant and the System.
Confidential Information does not include information Developer can demonstrate came to Developer's attention through legal methods other than by disclosure by Franchisor, or which, at the time of disclosure thereof by Franchisor to Developer, had become a part of the public domain, through publication or communication by others; or which, after disclosure to Developer by Franchisor, becomes a part of the public domain, through publication or communication by others.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, confidential information includes data related to Buona or its system that isn't publicly accessible. This encompasses a wide array of proprietary assets, such as the operations manual, operational standards, specifications, procedures, methods, recipes, food preparation techniques, prepared mixes, products, supplies, equipment, marketing strategies, advertising materials, promotional methods, accounting systems, and all other knowledge related to developing, operating, and marketing the Buona restaurant and system.
This definition is crucial for prospective franchisees because it outlines the information they must protect both during their franchise agreement and after its termination. Franchisees are expected to safeguard this information and prevent its unauthorized use or disclosure. This obligation extends to ensuring that employees with access to confidential information also adhere to confidentiality agreements.
However, the definition of confidential information does not include information that the franchisee can prove they obtained through legal means independent of Buona's disclosure. It also excludes information that was already in the public domain at the time of disclosure or subsequently becomes part of the public domain through no fault of the franchisee. This exception acknowledges that franchisees should not be held liable for information that is legitimately known or becomes publicly available through other sources.
Buona also requires franchisees to implement reasonable procedures to prevent unauthorized use or disclosure of confidential information, including restrictions on disclosure to employees and the use of non-disclosure and/or non-competition agreements for employees with access to the confidential information. Franchisees may be required to provide Buona with copies of signed non-disclosure and/or non-competition agreements signed by any owners, managers, or employees.