What are some examples of information that are excluded from the definition of 'Confidential Information' in the Buona agreement?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
The restrictions on your disclosure and use of the Confidential Information will not apply to the following: (a) information, processes, or techniques which are generally known and used in the food and restaurant industry (as long as the availability is not because of a disclosure by you) and (b) disclosure of the Confidential Information in legal proceedings when you are legally required to disclose it and you have first given us the opportunity to obtain an appropriate legal protective order or other assurance satisfactory to us that the information required to be disclosed will be treated confidentially.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, certain information is excluded from the definition of 'Confidential Information.' This means that a franchisee's obligations to protect confidentiality do not extend to these specific types of information.
Specifically, the Buona agreement states that information is not considered confidential if the franchisee can demonstrate it came to their attention through legal methods other than disclosure by Buona. Additionally, information that was already part of the public domain at the time of disclosure, or becomes part of the public domain after disclosure through publication or communication by others, is also excluded from the definition of Confidential Information.
Furthermore, the restrictions on disclosure and use of confidential information do not apply to information, processes, or techniques generally known and used in the food and restaurant industry, provided that the availability of such information is not due to a disclosure made by the franchisee. Also, disclosure of Confidential Information in legal proceedings is permitted when legally required, provided that Buona is given the opportunity to obtain a protective order or assurance that the information will be treated confidentially.