What constitutes 'Confidential Information' according to the Buona agreement?
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' encompasses a wide array of proprietary details related to the franchise system. This includes information about Buona itself and the entire Buona system that is not publicly accessible.
Specifically, the definition covers the contents of the Manual, operational standards, specifications, procedures, and methods used in the business. It also extends to recipes, food preparation methods, prepared mixes, products, supplies, equipment, marketing, advertising, and promotional materials. Furthermore, the definition includes accounting systems and all other know-how related to developing, operating, and marketing the Buona Restaurant and its system. Customer information, lists, data, and records of the franchised business are also considered confidential.
However, there are exceptions. Information that a franchisee can prove they obtained through legal means independent of Buona's disclosure, or information that was already in the public domain at the time of disclosure, or subsequently becomes public through no fault of the franchisee, is not considered Confidential Information. Franchisees are obligated to protect this confidential information during the term of their agreement and even after its expiration or termination, ensuring it is not communicated, divulged, or used for the benefit of any other person or entity.