Under what circumstances is information not considered confidential for the purposes of the Jersey Mikes Development Agreement?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
Any and all information, knowledge and know-how, including, without limitation, drawings, materials, equipment, techniques, restaurant systems, product formulas, recipes and other data, which Franchisor designated as confidential shall be deemed confidential for purposes of this Agreement, except information which Developer can demonstrate came to its attention prior to disclosure by Franchisor; or which, at the time of disclosure by Franchisor to Developer, had become part of the public domain, through publication or communication by others, so long as such disclosure was not caused by Developer.
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mikes's 2025 Franchise Disclosure Document, information disclosed to the Developer is generally considered confidential. However, there are specific exceptions where information is not treated as confidential under the Development Agreement. This is important for prospective developers to understand, as it defines the scope of their confidentiality obligations.
Specifically, information is not considered confidential if the Jersey Mikes developer can demonstrate that they already knew the information before it was disclosed by Jersey Mikes. This means if the developer had prior knowledge of certain operational methods or data, they are not bound by confidentiality regarding that specific information. Additionally, information that has become part of the public domain at the time of disclosure by Jersey Mikes is not considered confidential, provided that the developer did not cause the information to become public.
These exceptions are crucial for a potential Jersey Mikes developer because they clarify the boundaries of what they must keep confidential. It is the developer's responsibility to prove that the information falls under these exceptions. Understanding these conditions helps the developer avoid unintentional breaches of confidentiality, which could have legal and financial repercussions.