Does the absence of a confidentiality designation automatically mean information is not Confidential Information for Camp Margaritaville?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
Either parties written or oral designations of confidentiality may include the designations "confidential," "proprietary," "secret," "not subject to disclosure," or words of similar import. Such designations may appear on or in the subject document, item, or information. However, absence of a designation shall not support a presumption information provided is not Confidential Information. Rather, both parties will assume information provided in such a manner is Confidential Information.
The public availability of some information, separately, or in an uncollected or incomplete form, shall not support a presumption against the confidential status on such information as part of a confidential compilation or collection.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
According to the 2025 Camp Margaritaville FDD, the absence of a confidentiality designation does not automatically mean that the information is not considered Confidential Information. Camp Margaritaville may designate information as confidential through written or oral means, using terms like "confidential," "proprietary," or "secret." These designations can appear on documents or within the information itself. However, even without such a designation, both parties should assume that the information provided is Confidential Information.
This means that as a franchisee, you cannot assume information is free to share simply because it lacks an explicit confidentiality label. You are expected to treat all information received as confidential unless it falls under specific exceptions. These exceptions include information already publicly known, lawfully received from a third party without restrictions, independently developed by the receiving party, known to the receiving party before the agreement, or generally released by the owner without restrictions.
Camp Margaritaville emphasizes that even if some information is publicly available in separate or incomplete forms, it does not negate the confidential status of that information when it is part of a confidential compilation or collection. This implies that the franchisor considers the aggregation and organization of information to be proprietary and protected, even if individual pieces of that information might be accessible elsewhere.
As a prospective Camp Margaritaville franchisee, it is crucial to clarify what information the franchisor deems confidential and understand the specific measures required to protect it. This includes understanding the franchisor's expectations for handling information, even if it does not carry an explicit confidentiality label. Franchisees should also be aware of the procedures to follow if a third party seeks disclosure of Confidential Information, including the obligation to notify the franchisor and cooperate in preventing such disclosure.