Under what circumstances is a Prospective Franchisee NOT obligated to keep information confidential according to Del Taco's FDD?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
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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.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, a Prospective Franchisee is not obligated to keep information confidential under specific circumstances. This applies to information that was already known to the Prospective Franchisee before Del Taco disclosed it. It also applies if the information becomes public knowledge without any violation of the agreement by the Prospective Franchisee.
Additionally, the confidentiality obligations do not extend to information received by the Prospective Franchisee from a third party who isn't bound by any secrecy agreement with Del Taco regarding that information. Finally, if the Prospective Franchisee independently develops the same information, evidenced by written documentation, without access to Del Taco's proprietary information, it is not subject to confidentiality restrictions.
These exceptions are standard in non-disclosure agreements to protect the receiving party from being unduly restricted from using information they already possessed or that becomes generally available through legitimate means. It also protects against claims of misappropriation when the receiving party independently arrives at the same knowledge.