What is Del Taco's position on the confidentiality of the manuals and related materials?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
We claim copyright protection in our Manuals and related materials, although we have not registered those copyrights with the United State Copyright Office. We consider the Manuals and related materials confidential, proprietary and our property. You may use them only in the operation of your Restaurant as provided in the Franchise Agreement. You may not use our confidential and proprietary information in any unauthorized manner and must take reasonable steps to prevent its disclosure to others. Your right to use those materials continues as long as the Franchise Agreement remains in effect.
Franchisee shall at all times treat the Manuals, any other manuals created for or approved for use in the operation of the Restaurant, and the information contained therein, as confidential, and shall use best efforts to maintain such information as secret and confidential, protect it from viewing by others, and treat the Manuals with the same degree of care as it would treat its most highly confidential documents. Franchisee shall not at any time copy, duplicate, record, or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise make the same available to any unauthorized person.
Franchisee acknowledges that any failure to comply with the requirements of this Section 10 will cause Del Taco irreparable injury, and Franchisee agrees to pay all court costs and reasonable attorney's fees incurred by Del Taco in obtaining specific performance of, or an injunction against violation of, the requirements of this Section 10.
Franchisee shall ensure that any employee who may have access to any Confidential Information regarding the Restaurant shall execute a covenant that s/he will maintain the confidentiality of information they receive in connection with their association with Franchisee. Such covenants shall be on a form provided by Del Taco, which form shall, among other things, designate Del Taco as a third party beneficiary of such covenants with the independent right to enforce them.
Del Taco may from time to time revise the contents of the Manuals, and Franchisee expressly agrees to make corresponding revisions to its copy of the Manuals and to comply with each new or changed standard immediately upon receipt of such revision.
The Developer acknowledges the unauthorized use or disclosure of that confidential information and trade secrets will cause incalculable and irreparable injury to Del Taco.
- (d) The Developer shall cause each person actively involved in the management or operation of the business of the Developer or the operation of the Restaurant, at the time of his or her employment, to enter into a confidentiality agreement in the form required from time to time by Del Taco.
Notwithstanding anything in this Agreement to the contrary, Franchisee and its affiliates 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 Franchisee, for the sole purpose of reporting or investigating a suspected violation of law
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 41–42)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, the franchisor places a high degree of importance on the confidentiality of its manuals and related materials. Del Taco considers its manuals and related materials confidential, proprietary, and its property. Franchisees are permitted to use these materials only for operating their Del Taco restaurant as outlined in the Franchise Agreement. Franchisees must take reasonable steps to prevent the disclosure of this information to others and cannot use it in any unauthorized manner. This right to use the materials is contingent upon the Franchise Agreement remaining in effect. Del Taco retains copyright protection in its manuals and related materials, even though these copyrights may not be registered with the United States Copyright Office.
Del Taco requires franchisees to treat the manuals and the information within them as confidential, using their best efforts to keep the information secret and protect it from being viewed by others. Franchisees must handle these documents with the same level of care as their most confidential documents. Copying, duplicating, recording, or reproducing the manuals in any form, or making them available to unauthorized individuals, is strictly prohibited. The manuals remain the sole property of Del Taco and must be kept in a secure location on the restaurant premises. Franchisees are responsible for ensuring their manuals are current and up to date, with the master copy held by Del Taco serving as the controlling reference in case of disputes.
Franchisees must ensure that any employee who has access to confidential information signs a confidentiality agreement, designating Del Taco as a third-party beneficiary with the right to enforce the agreement. Franchisees acknowledge that failure to comply with confidentiality requirements will cause irreparable injury to Del Taco, and they agree to cover all legal costs incurred by Del Taco in enforcing these requirements. However, there are limited circumstances where applicable law may allow for the disclosure of certain trade secrets, as specified in the manuals, such as reporting suspected violations of law to government officials or an attorney.
Del Taco may revise the contents of its manuals periodically, and franchisees must promptly update their copies and comply with any new or changed standards. The unauthorized use or disclosure of confidential information and trade secrets can cause incalculable and irreparable injury to Del Taco. Franchisees must also ensure that anyone involved in managing or operating the business signs a confidentiality agreement required by Del Taco. If a franchisee believes someone has violated the confidentiality agreement, they must notify Del Taco and cooperate in protecting the Del Taco system, including participating in lawsuits if necessary.