factual

Under what circumstances is a party permitted to disclose Confidential Information related to Hardees, according to the agreement?

Hardees Franchise · 2025 FDD

Answer from 2025 FDD Document

4.1. A Party receiving Confidential Information may only use Confidential Information to exercise its rights and fulfill its obligations under this Agreement and will take reasonable measures to avoid unauthorized disclosure or misuse of the Confidential Information, including, but not necessarily limited to, taking such security precautions as it takes to protect its own Confidential Information. During and after the Term, the receiving Party agrees not to disclose Confidential Information, except (a) to its employees, agents, independent contractors, or professional advisors who have a need to know the same and who are legally bound to keep it confidential; (b) to a potential acquirer of the receiving Party's relevant assets, stock, or business under a strict duty of confidentiality, but only to the extent such potential acquirer has executed a term sheet, letter of intent or other similar agreement to negotiate such acquisition, and (c) as required to be disclosed by applicable Law, or judicial or other governmental or regulatory order (provided that the disclosing Party must use reasonable efforts to notify the other Party, unless legally prohibited, prior to disclosure in order to afford such other Party the opportunity to at its own expense seek a protective order or otherwise prevent or limit the disclosure). For the avoidance of doubt, the terms of this Agreement are Confidential Information belonging to both parties.

Source: Item 23 — Receipts (FDD pages 85–541)

What This Means (2025 FDD)

According to Hardees' 2025 Franchise Disclosure Document, a party receiving confidential information may disclose it under specific circumstances. The receiving party can use confidential information to exercise its rights and fulfill its obligations under the agreement, provided they take reasonable measures to avoid unauthorized disclosure or misuse. These measures should be similar to those used to protect their own confidential information.

Specifically, disclosure is permitted to employees, agents, independent contractors, or professional advisors who have a need to know the information, provided they are legally bound to keep it confidential. Disclosure can also be made to a potential acquirer of the receiving party's assets, stock, or business, but only if the acquirer is under a strict duty of confidentiality and has executed a term sheet, letter of intent, or similar agreement to negotiate the acquisition.

Finally, disclosure is allowed if required by applicable law, or judicial or other governmental or regulatory order. However, the disclosing party must make reasonable efforts to notify the other party before the disclosure, unless legally prohibited, to allow the other party the opportunity to seek a protective order or otherwise prevent or limit the disclosure. The terms of the agreement itself are considered confidential information belonging to both parties.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.