What are the Privacy Requirements that Moes Southwest Grill franchisees must abide by?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
Neither party shall disclose to any third party without the prior written consent of the other party, any information concerning this Agreement or the transactions contemplated hereby, except for disclosure (1) to any attorneys, accountants and consultants involved in assisting with the negotiation and closing of the contemplated transactions, or (2) to affiliates of Company including Bottler, or (3) to other franchisees of Moe's Franchisor LLC or (4) as required by law. A party that makes a permitted disclosure must obtain assurances from the party to whom disclosure is made that such party will keep confidential the information disclosed. Customer agrees that it will not permit any third party to inspect, analyze or reverse engineer any Freestyle Dispenser. Without limiting the generality of the previous sentence, Customer agrees that it will only open the Freestyle Dispenser to change cartridges and will not permit (a) any photograph or other images to be taken of the inside of the Freestyle Dispenser or (b) any inspection or analysis of the interior portions of the Freestyle Dispenser by third parties. Notwithstanding anything to the contrary in this Section 6, Customer may disclose the terms and conditions of this Agreement to potential acquirers, buyers, merger or other potential business combination transaction counterparties, investors and their personnel, in-house and outside legal counsel, insurers, lenders, auditors, investment bankers and the limited partners of the private equity funds that have invested in Customer solely for the purpose of evaluating a purchase, merger or potential business combination of or with Customer, provided that such entities and individuals are required to comply with confidentiality terms no less restrictive than the Customer uses to protect its own confidential information in similar circumstances.
Source: Item 22 — Contracts (FDD page 92)
What This Means (2025 FDD)
According to the 2025 Moe's Southwest Grill Franchise Disclosure Document, franchisees are bound by confidentiality agreements that restrict the disclosure of information about the Franchise Agreement and related transactions. Specifically, franchisees cannot disclose information about the agreement to third parties without prior written consent from Moe's Southwest Grill.
There are exceptions to this rule, allowing disclosure to attorneys, accountants, and consultants assisting with the franchise transaction, as well as to affiliates of the company, including bottlers, and to other Moe's Southwest Grill franchisees. Disclosure is also permitted if required by law. In cases where disclosure is allowed, the franchisee must ensure that the receiving party keeps the information confidential.
The agreement also restricts franchisees from allowing third parties to inspect, analyze, or reverse engineer any Freestyle Dispenser. Franchisees are only permitted to open the Freestyle Dispenser to change cartridges and cannot allow photographs or inspections of the interior by third parties. Franchisees may disclose the terms of the agreement to potential business partners such as acquirers, buyers or merger counterparties, investors and their personnel, in-house and outside legal counsel, insurers, lenders, auditors, investment bankers and the limited partners of the private equity funds that have invested in Customer solely for the purpose of evaluating a purchase, merger or potential business combination of or with Customer, provided that such entities and individuals are required to comply with confidentiality terms no less restrictive than the Customer uses to protect its own confidential information in similar circumstances.
These confidentiality measures are typical in franchising to protect the franchisor's proprietary information and maintain a competitive advantage. Prospective Moe's Southwest Grill franchisees should carefully review these confidentiality clauses to understand their obligations and potential liabilities related to information disclosure.