Are there any exceptions to the non-disclosure obligations outlined in the Crepe De Licious Confidentiality Agreement?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
11.02 Protection of Confidential Information and Data. You will use the Confidential Information only in the operation of the Franchised Business, and you will not disclose Confidential Information to others, except as expressly authorized by this Agreement. You will take all appropriate actions to preserve the confidentiality of all Confidential Information, including keeping the Operations Manual in a locked location. Access to Confidential Information must be limited to only your employees who need the Confidential Information to perform their jobs and who are subject to your general policy on maintaining confidentiality as a condition of employment or who have first signed our Confidentiality and Non-Competition Agreement. You will not copy or permit copying of Confidential Information. Your obligations under this section begin when you sign this Agreement and continue for trade secrets as long as they remain secret, and, for other Confidential Information, for as long as we continue to use the information in confidence (even if edited or revised) plus three (3) years. We will respond promptly and in good faith to any inquiry by you about continued protection of any Confidential Information.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious FDD, the franchisee is bound by non-disclosure obligations regarding the franchisor's confidential information, but the document does not explicitly list any exceptions to these obligations within the excerpts provided. The franchisee is expected to protect this information and limit its use to operating the franchised business. This obligation extends to preventing unauthorized copying and limiting access to employees who need the information and are bound by confidentiality agreements.
The confidentiality obligations begin upon signing the agreement and continue indefinitely for trade secrets, as long as they remain secret. For other confidential information, the obligation lasts as long as Crepe De Licious uses the information in confidence, even if it's edited or revised, plus an additional three years. Crepe De Licious commits to responding to franchisee inquiries about the continued protection of confidential information.
While the FDD excerpts detail the franchisee's duty to protect confidential information, they do not specify any explicit exceptions where disclosure would be permitted. A prospective Crepe De Licious franchisee should seek clarification from the franchisor regarding potential exceptions to the non-disclosure obligations, such as disclosures required by law or legal proceedings. Understanding these exceptions is crucial for franchisees to navigate their obligations and avoid potential breaches of the agreement.