What constitutes an 'exclusion' to Confidential Information under the Carls Jr. agreement?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 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 76–364)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, the confidentiality agreement specifies certain exclusions to what is considered "Confidential Information." This means that certain types of information, even if related to the Carls Jr. system, are not subject to the confidentiality restrictions outlined in the agreement.
Specifically, information is excluded from the definition of Confidential Information if it meets any of the following criteria: it is already generally known to the public (unless the franchisee or someone connected to them disclosed it without authorization), the franchisee already possessed the information before receiving the Operations Procedures Manual (OPM), or the franchisee obtains the information from another source that is not obligated to keep it secret from Carls Jr.
These exclusions are important for a prospective Carls Jr. franchisee because they clarify the scope of their confidentiality obligations. Franchisees are not required to keep information secret if it was already public knowledge or if they obtained it independently. However, the franchisee bears the responsibility of proving that the information falls under one of these exclusions, which may require maintaining records of prior knowledge or sources of information.