What is the Buona franchisee's responsibility if legally required to disclose Confidential Information?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee may divulge such Confidential Information only to such employees of Franchisee who must have access to it in order to carry out Franchisee's obligations under this Agreement, and as may be required by law, provided Franchisee shall give Franchisor prior written notice of any such required disclosure by law immediately upon receipt of notice by Franchisee in order for Franchisor to have the opportunity to seek a protective order or take such other actions as it deems appropriate under the circumstances.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, if a franchisee is legally required to disclose Confidential Information, they must provide Buona with prior written notice immediately upon receiving notice of the required disclosure. This allows Buona the opportunity to seek a protective order or take other actions they deem appropriate under the circumstances.
Confidential Information includes information relating to Buona 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 know-how relating to the methods of developing, operating and marketing the Franchised Business and the System. It also includes all customer information, lists, data, and records of the Franchised Business.
This requirement ensures that Buona can protect its trade secrets and confidential information, which are crucial to maintaining the brand's competitive advantage. By requiring franchisees to provide notice, Buona can take steps to minimize the potential harm caused by the disclosure. This is a fairly standard clause in franchise agreements, as franchisors need to protect their intellectual property while also ensuring franchisees comply with the law.