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Under the Carls agreement, what is excluded from the definition of 'Confidential Information'?

Q: Under the Carls agreement, what is excluded from the definition of 'Confidential Information'?

- **1.** As used in this Agreement, the term "Confidential Information" means all information contained in the OPM and all other information relating to the Carl's Jr. System disclosed to me except: information which is now or hereafter becomes generally known (other than by unauthorized disclosure, whether deliberate or inadvertent, by myself or by any other person, firm or corporation with which I am affiliated); information that was in my possession at the time of receipt of the OPM; and information that comes into my possession after the date of this Agreement from a source not under an obligation of secrecy to CJR. Source: Item 23 — RECEIPTS (FDD pages 80–480)

Carls Franchise · 2024 FDD

Answer from 2024 FDD Document

1. As used in this Agreement, the term "Confidential Information" means all information contained in the OPM and all other information relating to the Carl's Jr. System disclosed to me except: information which is now or hereafter becomes generally known (other than by unauthorized disclosure, whether deliberate or inadvertent, by myself or by any other person, firm or corporation with which I am affiliated); information that was in my possession at the time of receipt of the OPM; and information that comes into my possession after the date of this Agreement from a source not under an obligation of secrecy to CJR.

Source: Item 23 — RECEIPTS (FDD pages 80–480)

What This Means (2024 FDD)

According to the 2024 Carls Franchise Disclosure Document, the term "Confidential Information" encompasses all data within the Operations Procedures Manual (OPM) and any details pertaining to the Carl's Jr. system. However, there are specific exclusions to this definition.

First, any information that is already publicly known or becomes publicly known through no fault of the franchisee or related parties is excluded. This means if the information enters the public domain through legitimate means, it is no longer considered confidential. Second, information that the franchisee already possessed before receiving the OPM is not considered confidential. This acknowledges that franchisees may have prior knowledge or experience relevant to the business.

Finally, any information that the franchisee receives from a third party not bound by any confidentiality agreement with Carls is also excluded. This ensures that franchisees are not penalized for receiving information from sources outside of Carls' control, provided that the source has no obligation to keep the information secret. These exclusions are important for prospective franchisees to understand their obligations and rights regarding confidential information.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.

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