What information is NOT considered Confidential Information for a Pearce Bespoke franchise?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information will not, however, include information which Franchisee and Personal Guarantors can demonstrate came to their attention before Franchisor disclosed it to Franchisee (unless illegally or improperly procured by Franchisee or its Personal Guarantors before Franchisor's disclosure) or which, at or after the time of disclosure, has become a part of the public domain through publication or communication by others, but not through any act of Franchisee or Personal Guarantors.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke Franchise Disclosure Document, certain information is excluded from the definition of "Confidential Information." Specifically, information that the franchisee or their personal guarantors can demonstrate they already possessed before Pearce Bespoke disclosed it, provided it wasn't illegally or improperly obtained, is not considered confidential. Additionally, information that becomes part of the public domain through publication or communication by others, after its disclosure, is also excluded, as long as this wasn't due to any action by the franchisee or their personal guarantors.
This means a prospective Pearce Bespoke franchisee is not obligated to keep information secret if they can prove they knew it beforehand through legitimate means or if the information becomes publicly available through no fault of their own. However, the franchisee bears the burden of demonstrating that they had prior knowledge or that the information entered the public domain independently.
This exception protects franchisees from being penalized for using or disclosing information they already knew or that is generally known. However, it's crucial for franchisees to maintain thorough records to prove their prior knowledge or the public availability of the information, should a dispute arise with Pearce Bespoke. The franchisee must also ensure they do not contribute to the information becoming public, as that would negate this exception.