Under what circumstances does the restriction on disclosure and use of Confidential Information not apply according to the Buona agreement?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
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, there are specific instances where the restrictions on disclosing and using confidential information do not apply to the franchisee. These exceptions are designed to balance Buona's need to protect its proprietary information with the franchisee's need to operate within legal and industry norms.
Firstly, the non-disclosure restrictions do not apply to information, processes, or techniques that are already generally known and used within the food and restaurant industry. However, this exception is conditional: the information's availability must not be a result of the franchisee's own disclosure. This means that if the franchisee themselves made the information public, they cannot then claim this exception. This is a standard exception in franchise agreements, as it acknowledges that some industry knowledge is common and not unique to the franchise system.
Secondly, disclosure of confidential information is permitted if it is legally required in legal proceedings. However, even in this case, the franchisee must first give Buona the opportunity to obtain a protective order or another assurance that the disclosed information will be treated confidentially. This ensures that Buona has a chance to limit the scope of the disclosure and protect its confidential information as much as possible, even when disclosure is legally mandated. This is also a common clause, reflecting the franchisor's interest in controlling the dissemination of its trade secrets even under legal duress.