What are the permissible exceptions for disclosing Confidential Information related to Ella Cafe?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
The Confidential Information is proprietary, involves trade secrets of Franchisor, and is disclosed to me solely on the condition that I agree, and I do hereby agree, that I shall hold in strict confidence all Confidential Information and all other information designated by Franchisor as confidential.
Unless Franchisor otherwise agrees in writing, I will disclose and/or use the Confidential Information only in connection with my duties to Developer and will continue not to disclose any such information even after I cease to be in that position and will not use any such information even after I cease to be in that position unless I can demonstrate that such information has become generally known or easily accessible other than by the breach of an obligation of Developer under the Development Agreement.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, franchisees are generally required to keep all Confidential Information strictly confidential. However, there are specific exceptions where disclosure or use may be permitted.
The franchisee may disclose and/or use the Confidential Information in connection with their duties to the Developer, as long as Ella Cafe agrees in writing. Even after the franchisee ceases to be in that position, they are obligated to maintain confidentiality, unless they can demonstrate that such information has become generally known or easily accessible through means other than a breach of the Development Agreement.
These exceptions provide a narrow scope for franchisees to potentially disclose or use confidential information, but emphasize the importance of maintaining confidentiality to protect Ella Cafe's proprietary information and trade secrets. Franchisees should seek written approval from Ella Cafe for any disclosure or use of Confidential Information outside of their direct duties to the Developer to avoid violating the agreement.