What information is specifically excluded from the definition of 'Confidential Information' for an Itan franchise?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information does not include information that: (a) is now, or subsequently becomes, generally available to the public (except as a result of a breach of confidentiality obligations by you, Franchisee or Franchisee's owners, employees or other constituents); (b) you can demonstrate was rightfully in your possession, without obligation of nondisclosure, before we (or any person associated with us) or Franchisee (or any person associated with Franchisee) disclosed the information to you; (c) is independently developed by you without any use of, or reference to, any Confidential Information; or (d) is rightfully obtained from a third party who has the right to transfer or disclose the information to you without breaching a confidentiality covenant imposed on such third party.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, certain types of information are excluded from the definition of 'Confidential Information.' This means that an Itan franchisee or their employees would not be bound by confidentiality obligations regarding these specific types of information.
Specifically, information is excluded from the definition of confidential information if it: (a) is already publicly available or later becomes publicly available through no fault of the franchisee; (b) the franchisee can prove they rightfully possessed it before disclosure by Itan; (c) the franchisee independently developed it without using Itan's confidential information; or (d) the franchisee legally obtained it from a third party who had the right to disclose it.
This exclusion is fairly standard in franchise agreements. It protects franchisees from being penalized for using or sharing information they already knew, that is publicly accessible, or that they obtained legitimately from another source. However, the franchisee bears the burden of proof to demonstrate that the information falls within one of these exceptions. This is an important consideration for prospective Itan franchisees to understand, as they will need to be able to document the source and history of any information they believe is excluded from the confidentiality obligations.