What are the exceptions to the confidentiality obligations regarding Del Taco's Proprietary Information under the Non-Disclosure Agreement?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
med of the confidential nature of such information, and who are obligated to maintain such information in confidence.
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- Prospective Franchisee will not disclose such Proprietary Information to any third party without the prior written consent of Del Taco.
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- Prospective Franchisee will not use such Proprietary Information for any purpose other than the purpose for which disclosed.
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- All tangible Proprietary Information furnished by Del Taco shall be subject to repossession by Del Taco at any reasonable time upon request, and at all times while in the possession of the receiving party shall be segregated and physically identified as Del Taco's property. All documents and other tangible expressions of the Proprietary Information shall be returned to Del Taco or be destroyed, if so instructed in writing by Del Taco.
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- Proprietary Information shall not include, and the obligations set forth above shall not apply to, information which:
- a. Was known to Prospective Franchisee prior to any disclosure by Del Taco;
- b. Is or shall become public information through no breach of this Agreement;
- c. Is received by Prospective Franchisee from a third party having no secrecy obligation to Del Taco with respect to such disclosed information; or
- d. Subsequently is developed, as evidenced by written documentation, by an employee, agent, or representative of Prospective Franchisee to whom Proprietary Information has not been divulged.
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- If Prospective Franchisee is requested or required to disclose Proprietary Information pursuant to a subpoena or an order of a court or governmental agency, it shall:
- a. Promptly notify Del Taco of the existence, terms and circumstances surrounding the governmental request or requirement;
DEL TACO NON-DISCLOSURE AGREEMENT
- b.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to the 2025 Del Taco Franchise Disclosure Document, there are specific exceptions to the confidentiality obligations concerning Del Taco's proprietary information. The obligations do not apply to information that: was already known to the prospective franchisee before disclosure by Del Taco, becomes public knowledge without any breach of the agreement, is received from a third party who owes no secrecy obligation to Del Taco, or is independently developed by the franchisee's personnel who have not been exposed to Del Taco's proprietary information. These exceptions are standard in franchise agreements to protect franchisees from being unduly restricted regarding information they already possess or that is generally available.
Additionally, the Del Taco Non-Disclosure Agreement outlines procedures if a prospective franchisee is legally compelled to disclose proprietary information through a subpoena or court order. In such cases, the franchisee must promptly inform Del Taco about the request, consult with Del Taco on how to potentially resist or narrow the scope of the disclosure, and cooperate with Del Taco to seek confidential treatment for the information to be disclosed. If disclosure is unavoidable, the franchisee is only required to reveal the portion of proprietary information that their counsel advises is legally necessary.
Furthermore, the 2025 Del Taco FDD states that under certain conditions, a Developer and its Affiliates and representatives, may, in accordance with any applicable law including the federal Defend Trade Secrets Act, disclose Confidential Information, including Del Taco's trade secrets, (a) in confidence, to federal, state, or local government officials, or to an attorney of Developer, for the sole purpose of reporting or investigating a suspected violation of law; or (b) in a document filed in a lawsuit or other legal proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with any applicable law or create liability for disclosures expressly allowed by law.
These stipulations ensure that franchisees are not penalized for legally mandated disclosures while also allowing Del Taco to protect its trade secrets to the fullest extent possible. Prospective franchisees should carefully review these exceptions and obligations with legal counsel to fully understand their rights and responsibilities under the Non-Disclosure Agreement.