What is the exception to the confidentiality obligation for members in the Engineering For Kids non-disclosure agreement?
Engineering_For_Kids Franchise · 2025 FDDAnswer from 2025 FDD Document
- Confidential Information. Member shall not, during the term of the Franchise Agreement or thereafter, communicate, divulge or use, for any purpose other than the operation of the Engineering For Kids Business, any confidential information, knowledge, trade secrets or know-how which may be communicated to Member or which Member may learn by virtue of Member's relationship with Franchisee. All information, knowledge and know-how relating to EFK, its business plans, Engineering For Kids Businesses, or the System ("Confidential Information") is deemed confidential, except for information that Member can demonstrate came to Member's attention by lawful means prior to disclosure to Member; or which, at the time of the disclosure to Member, had become a part of the public domain.
Source: Item 23 — RECEIPTS (FDD pages 53–138)
What This Means (2025 FDD)
According to the 2025 Engineering For Kids Franchise Disclosure Document, members are obligated to maintain the confidentiality of the franchisor's information during and after the term of the Franchise Agreement. This obligation extends to any confidential information, knowledge, trade secrets, or know-how that the member may receive or learn through their relationship with the franchisee. This includes information related to Engineering For Kids' business plans, Engineering For Kids businesses, and the System.
However, there is an exception to this confidentiality obligation. Members are not bound to keep information confidential if they can demonstrate that it came to their attention through lawful means before it was disclosed to them, or if the information was already part of the public domain at the time it was disclosed. This means that if a member independently obtained the information legally or if the information was publicly available, they are not obligated to keep it confidential under the terms of the non-disclosure agreement.
This exception is important for prospective franchisees and their members to understand. It clarifies the scope of the confidentiality obligation and provides some protection for members who may have prior knowledge of certain information or who may encounter publicly available information. However, it is crucial for members to be able to demonstrate that the information falls under one of these exceptions if they intend to disclose or use it. Otherwise, they could be in violation of the non-disclosure agreement.