Under what circumstances can a Buona franchisee divulge Confidential Information to employees?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
13.2 Maintenance of Confidential Information. During the Term, and after the expiration or termination of this Agreement, Franchisee must use its best efforts to protect the Confidential Information. Accordingly, Franchisee must not communicate, divulge, or use for the benefit of any other person, persons or entity, any part of the Confidential Information. 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. Franchisor reserves the right to require Franchisee, or any of its owners, officers, partners, principals, managers, and employees having access to the Confidential Information to execute a confidentiality agreement or similar instrument(s) containing restrictions as those provided in this Section and, as applicable, throughout this Agreement. Such requirement shall not create an employee or joint employee relationship between Franchisor and Franchisee's employees, nor does it constitute control by Franchisor over Franchisee's employment matters.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees have limited permission to share confidential information with their employees. Buona considers 'Confidential Information' to include items like manuals, operational standards, recipes, marketing materials, and customer data.
Specifically, a Buona franchisee may only share Confidential Information with employees who need access to it to fulfill the franchisee's obligations under the Franchise Agreement. This means the franchisee must carefully consider which employees require specific confidential details to perform their job duties.
However, Buona franchisees must provide prior written notice to Buona before disclosing Confidential Information if legally required to do so. This allows Buona the opportunity to seek a protective order or take other actions. Buona also retains the right to require franchisees and their personnel to sign confidentiality agreements to further protect sensitive information.