What is the Licensee's obligation regarding the Software and Documentation upon termination of the Del Taco License Agreement?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
Cessation of Use. Upon termination of this Agreement, Licensee shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation and all other Confidential Information in its possession or control. Licensee shall delete all copies of such materials residing in on-line or off-line computer memory, and destroy all copies of such materials that also incorporate any Confidential Information. Del Taco shall be entitled to enter the Licensed Restaurants to repossess and remove the Software and Documentation, and any other Confidential Information. Licensee shall, within 7 days from the effective date of the termination, certify to Del Taco, in writing by an officer or director, that all copies of the Software and Documentation have been returned, deleted or destroyed. In the event of termination of the Licenses granted by this Agreement for fewer than all Licensed Restaurants, Licensee shall comply with the foregoing with respect to the applicable Licenses and Licensed Restaurants.
Injunctive Relief. Licensee acknowledges and agrees that its failure to comply with the terms of this Agreement, including the failure to fully comply with the post-termination obligations set forth in Section 12.3, is likely to cause irreparable harm to Del Taco not fully compensable by money damages and therefore Del Taco shall not have an adequate remedy at law. Therefore, Licensee agrees that, in the event of a breach or threatened breach of any of the terms of this Agreement by Licensee, Del Taco shall be entitled to a preliminary and final injunction restraining the breach and/or to specific performance, without the necessity of posting any bond or undertaking in connection therewith. Any equitable remedies sought by Del Taco shall be in addition to, and not in lieu of, all remedies and rights that Del Taco otherwise may have arising under applicable law or by virtue of any breach of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, upon termination of the License Agreement, the licensee must cease using the Software and Documentation immediately. The licensee is required to promptly return all copies of the Software, Documentation, and any other Confidential Information that is in their possession or control. This includes physical copies as well as digital copies stored on computers.
Furthermore, the licensee is obligated to delete all copies of these materials from any online or offline computer memory. They must also destroy any copies of these materials that incorporate any Confidential Information. Within 7 days of the termination date, the licensee must provide written certification to Del Taco, signed by an officer or director, confirming that all copies of the Software and Documentation have been either returned, deleted, or destroyed.
Del Taco retains the right to enter the Licensed Restaurants to repossess and remove the Software, Documentation, and any other Confidential Information. Failure to comply with these post-termination obligations could result in irreparable harm to Del Taco, potentially leading to injunctive relief, where Del Taco can seek a court order to enforce compliance without needing to post a bond. This equitable relief is in addition to any other legal remedies Del Taco may pursue for breaches of the agreement.