Under the Hardees agreement, does the definition of 'Confidential Information' include information that the applicant should reasonably know is confidential, even if not explicitly disclosed by Hardees?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
first refusal of delivery) and may be: (a) delivered personally; (b) transmitted by facsimile to the number(s) set forth in Exhibit A with electronic confirmation of receipt; (c) mailed in the United States mail, postage prepaid, certified mail, return receipt requested; or (d) mailed via overnight courier.
- 9.10 Survival. Any section of this Agreement that is intended to survive termination or expiration shall so survive.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives as of the date written below.
CKE RESTAURANTS HOLDINGS, INC.
LICENSOR:
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Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees' 2025 Franchise Disclosure Document, the definition of "Confidential Information" includes data that an applicant should reasonably recognize as confidential, even if Hardees does not explicitly state it. The agreement specifies that "Confidential Information" encompasses trade secrets, non-public business methods, improvements, data processes, formulas, designs, know-how, maps, trade area analyses, and all confidential technical and non-technical information disclosed by Hardees or its affiliates.
This definition extends to "all other information that Applicant and/or Other Individuals know or have reason to know is the confidential, trade secret, or proprietary information of HR and/or its affiliates." This means a prospective Hardees franchisee is responsible for protecting information that is obviously confidential, regardless of whether Hardees directly identifies it as such.
This clause places a duty of reasonable inquiry and protection on the franchisee. If a reasonable person would understand that certain information is confidential to Hardees, the franchisee is obligated to treat it as such. This could include things like unpublished financial data, specific marketing strategies, or unique operational processes. Failure to protect such information could lead to legal repercussions, as Hardees retains the right to seek injunctive relief and other remedies for breaches of confidentiality.