Does the Del Taco Non-Disclosure Agreement specify any geographic limitations regarding the use or disclosure of Proprietary Information?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
NOW THEREFORE, considering the following premises, and intending to be legally bound thereby, it is agreed as follows:
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- Prospective Franchisee will keep confidential the Proprietary Information that may be disclosed to it orally or in writing.
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- Proprietary Information may be disclosed by the Prospective Franchisee only to those of its employees, agents and consultants who need to know such Proprietary Information for the purpose described above, who have been informed 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
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to the 2025 Del Taco Franchise Disclosure Document, the Non-Disclosure Agreement does not explicitly define geographic limitations regarding the use or disclosure of proprietary information. However, the agreement emphasizes maintaining the confidentiality of the Del Taco System and proprietary information. The agreement states that the prospective franchisee must not disclose proprietary information to any third party without prior written consent from Del Taco and will only share such information with employees, agents, and consultants who need to know it for the intended purpose, ensuring they are also obligated to maintain confidentiality.
Furthermore, the agreement specifies that the prospective franchisee will not use proprietary information for any purpose other than what it was disclosed for. Del Taco retains the right to repossess all tangible proprietary information at any reasonable time, and the franchisee must keep such information segregated and identified as Del Taco's property. Upon instruction from Del Taco, all documents and tangible expressions of proprietary information must be returned or destroyed.
While the agreement does not outline specific geographic boundaries, it does state that it is governed by the laws of California, and any legal action arising from it will be under the exclusive jurisdiction of the state or federal courts in California, with Lake Forest, California, as the sole venue. This implies that while the agreement's enforcement is tied to California's legal system, the confidentiality obligations extend to the franchisee regardless of their location. A prospective franchisee should seek clarification from Del Taco regarding any implicit geographic limitations or how the agreement applies if they operate outside of California.