What is the required action a Buona franchisee must take 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 is defined broadly as information relating to Buona or the System that is not generally available to the public. This includes the Manual, operational standards, recipes, marketing materials, customer information, and accounting systems. The franchisee must use their best efforts to protect this information during the term of the agreement and after its expiration or termination.
This requirement ensures that Buona can take steps to protect its confidential information, which is crucial to maintaining the brand's competitive advantage and the integrity of the franchise system. The franchisee's responsibility to provide prompt notice is essential for Buona to act effectively. 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.