Does the definition of 'Confidential Information' for Checkersrallys include information not explicitly designated as proprietary or confidential?
Checkersrallys Franchise · 2025 FDDAnswer from 2025 FDD Document
I agree that during the term of my employment by, ownership participation in, association with or service to Franchisee, or at any time thereafter, I will not communicate, divulge or use for the benefit of any other person, persons, partnership, proprietorship, association, corporation or entity, Franchisor's proprietary and confidential information relating to the development and operation of Restaurants, including but not limited to: (1) ingredients, recipes, and methods of preparation and presentation of food products Franchisor authorizes; (2) site selection criteria for Restaurants and plans and specifications for the development of Restaurants; (3) sales, marketing and advertising programs and techniques for Restaurants; (4) identity of suppliers, and knowledge of specifications and pricing for food products, materials, supplies and equipment, Franchisor authorizes; (5) knowledge of operating results and financial performance of Restaurants, other than those Restaurants Franchisee owns; (6) methods of inventory control, storage, product handling, training and management relating to Restaurants; (7) computer systems and software programs; and (8) any and all other information Franchisor provides to me, Franchisee, Franchisee's Owners or Affiliates that is designated orally or in writing as proprietary or confidential, or by its nature would reasonably be understood to be proprietary or confidential, regardless of whether such information is specifically designated as proprietary or confidential (collectively, all information referenced above, including examples (1) through (8), is known as the "Confidential Information"). Furthermore, any and all information, knowledge,
know-how, techniques and information which the entities mentioned above or their officers designate as confidential is considered (and hereby acknowledged by me as) Confidential Information for the purposes of this Agreement, except information which I can demonstrate came to my attention before disclosure or which had become or becomes a part of the public domain through publication or communication by others (unless the publication or communication violates a similar confidentiality agreement), but in no event through any act of mine.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to Checkersrallys's 2025 Franchise Disclosure Document, the definition of "Confidential Information" includes information not explicitly designated as proprietary or confidential. The franchise agreement specifies that confidential information includes any information, whether provided to the franchisee or their affiliates, that is either designated orally or in writing as proprietary or confidential, or by its nature would reasonably be understood to be proprietary or confidential, regardless of whether it is specifically marked as such.
This means that even if Checkersrallys does not explicitly state that certain information is confidential, franchisees are still obligated to treat it as such if it would reasonably be understood to be proprietary. This broad definition places a significant responsibility on the franchisee to exercise good judgment and protect information that could be valuable to Checkersrallys.
For a prospective Checkersrallys franchisee, this implies a need for careful consideration regarding what information is accessed, used, and disclosed, both during the franchise term and afterward. Franchisees should ensure that their employees and affiliates are also aware of these confidentiality obligations and take appropriate measures, such as implementing procedures and requiring personnel to sign non-disclosure agreements, to safeguard Checkersrallys's confidential information.