What information is specifically excluded from the definition of 'Trade Secrets' for Hck Hot Chicken?
Hck_Hot_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor may disclose certain of its Trade Secrets to Restricted Persons in the HCK Hot Chicken Brand Standards Manual, bulletins, supplements, confidential correspondence, or other confidential communications, and through the Franchisor's training program and other guidance and management assistance, and in performing Franchisor's other obligations and exercising Franchisor's rights under this Agreement. "Trade Secrets" shall not include information which: (a) has entered the public domain or was known to Franchisee prior to Franchisor's disclosure of such information to Franchisee, other than by the breach of an obligation of confidentiality owed (by anyone) to Franchisor or its Affiliates; (b) becomes known to the Restricted Persons from a source other than Franchisor or its Affiliates and other than by the breach of an obligation of confidentiality owed (by anyone) to Franchisor or its Affiliates; or (c) was independently developed by Franchisee without the use or benefit of any of the Franchisor's Trade Secrets.
The burden of proving the applicability of the foregoing will reside with Franchisee.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 54)
What This Means (2025 FDD)
According to Hck Hot Chicken's 2025 Franchise Disclosure Document, the definition of 'Trade Secrets' does not include certain categories of information. Specifically, information that has already entered the public domain or was known to the franchisee before Hck Hot Chicken disclosed it, is excluded, unless the franchisee obtained the information by breaching a confidentiality obligation.
Additionally, information that becomes known to restricted persons (such as employees) from a source other than Hck Hot Chicken or its affiliates is not considered a trade secret, provided there's no breach of confidentiality involved. Finally, any information independently developed by the franchisee without using or benefiting from Hck Hot Chicken's trade secrets is also excluded from the definition.
The franchisee bears the responsibility of proving that any of these exclusions apply. This means that if Hck Hot Chicken claims a franchisee has misused a trade secret, the franchisee must demonstrate that the information falls under one of these exceptions to avoid liability. This allocation of responsibility is a standard practice in franchise agreements, ensuring the franchisor's proprietary information remains protected while providing franchisees with limited exceptions.