What are the exclusions to the definition of Confidential Information for Precision Door Service?
Precision_Door_Service Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information does not include and this Agreement does not apply to information that you can establish by reliable documentary evidence (a) was previously independently and lawfully known by you, (b) is or becomes part of the public domain other than through your wrongful act, (c) is otherwise lawfully in your hands by a means other than breach of this Agreement or (to your knowledge) third party's breach of its confidentiality obligation to Franchisor, or (d) is sought pursuant to a subpoena or written discovery ("Process"); provided that Franchisor shall be immediately notified of the receipt of the Process, whereupon Franchisor has the right to request that you delete the Confidential Information from the scope thereof, and if you refuse, then Franchisor may seek any and all available remedies, including, without limitation, commencing proceedings to enjoin the disclosure of Confidential Information or intervening impending proceedings to seek the entry of protective orders or other appropriate relief.
Nothing in this Agreement shall be construed to interfere with a party's obligations to comply with lawful court orders; however, no disclosure of Confidential Information by a party pursuant thereto shall be deemed to place the Confidential Information in the public domain or to relieve the party from the future performance of all its confidentiality obligations under this Agreement, absent express orders of the court to the contrary.
Source: Item 23 — Receipts (FDD pages 92–433)
What This Means (2025 FDD)
According to the 2025 Precision Door Service FDD, certain information is excluded from the definition of "Confidential Information," meaning franchisees are not bound by confidentiality agreements regarding this information. This exclusion applies to information that the franchisee already knew, that becomes public knowledge without the franchisee's breach of the agreement, that the franchisee obtains through legitimate means other than a breach of the agreement, or that the franchisee independently develops without using the confidential information.
This means a Precision Door Service franchisee is free to use or disclose information falling under these exclusions without violating the confidentiality agreement. For example, if a franchisee already knew a particular business strategy before joining Precision Door Service, they are not prevented from using that strategy in their business. Similarly, if information becomes publicly available through no fault of the franchisee, they are not obligated to keep it secret.
However, the FDD also states that if confidential information is sought through a subpoena or written discovery, the franchisee must immediately notify Precision Door Service. Precision Door Service then has the right to request that the franchisee remove the confidential information from the scope of the subpoena. If the franchisee refuses, Precision Door Service may take legal action to prevent the disclosure of the confidential information. This highlights the importance of franchisees understanding their obligations regarding confidential information and the steps they must take if faced with a legal request for such information.