Does the definition of 'Confidential Information' for a Carvel franchise include the franchise agreement itself and any related schedules, exhibits, attachments, or addenda?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
A. "Confidential Information" means any non-public information related to the System or information that, by its nature, would reasonably be expected to be held in confidence or kept secret. Without limiting the definition of "Confidential Information," all the following will be conclusively presumed to be Confidential Information whether or not we designate them as such: (i) the Standards and Manuals; (ii) pricing information and models; (iii) materials describing our franchise network and System; (iv) plans, layouts, designs and specifications for a prototypical Business; (v) our methods of preparing and serving Approved Products, including Recipes; (vi) our sources (or prospective sources) of supply and all information related to or concerning the same, including the identity and pricing structures with our Approved Suppliers; (vii) our training
materials; (viii) our marketing plans and development strategies; (ix) this Agreement and any related schedules, exhibits, attachments, or addenda and all terms contained therein; (x) Customer Information (as defined in Section 15.3 (Customer Information)), whether collected by you, us or our affiliates, or a third party; and (xi) other information we give to you, except where such information is a Trade Secret (defined below).
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, the definition of "Confidential Information" includes the franchise agreement and any related schedules, exhibits, attachments, or addenda. This means that the terms of the agreement between Carvel and the franchisee are considered confidential and must be protected. This encompasses not only the main franchise agreement but also any supplementary documents that are part of the contractual arrangement.
Carvel considers any non-public information related to the System or information that, by its nature, would reasonably be expected to be held in confidence or kept secret as confidential. This broad definition extends to various aspects of the Carvel business, including standards and manuals, pricing information, marketing plans, store layouts, recipes, and supplier information. The explicit inclusion of the franchise agreement ensures that franchisees understand their obligation to maintain the confidentiality of the agreement's terms.
For a prospective Carvel franchisee, this means they must not disclose the terms and conditions of their franchise agreement to unauthorized parties. This restriction is in place to protect Carvel's competitive advantage and proprietary information. Failure to comply with this confidentiality requirement could result in a breach of contract and potential legal consequences. Franchisees should be aware of the scope of confidential information and take necessary precautions to safeguard it.
Commonly, franchise agreements contain confidentiality clauses to protect the franchisor's business model and trade secrets. Carvel's approach is consistent with this practice, ensuring that sensitive information remains protected. Franchisees should carefully review the confidentiality provisions in the franchise agreement and seek legal counsel if they have any questions or concerns about their obligations.