Does the confidentiality obligation for Red Wagon Club extend to the period before the agreement's term?
Red_Wagon_Club Franchise · 2024 FDDAnswer from 2024 FDD Document
6. Confidentiality.
- (a) Confidential Information. Licensee acknowledges and agrees that Licensee will have access to information, documents, trade secrets, know-how, business plans, and other materials, whether disclosed or stored in written, electronic, oral, visual or other form or media from or about Franchisor, its affiliates, and its representatives and/or the Brand, including: (i) the Licensed Materials, (ii) any information about any of Franchisor's franchisees or licensees, (iii) any information relating to Franchisee's relationship with the Franchisor and the Brand, and (iv) any other information exchanged by or on behalf of the Parties pursuant to this Agreement, regardless of whether such information is marked as confidential or proprietary (collectively, the "Confidential Information"). The term "Confidential Information" does not include information that: (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of its disclosure directly or indirectly by Licensee or its representatives in violation of this Agreement or by Franchisee or its representatives in violation of the Franchise Agreement); and/or (ii) was available to Licensee or its representatives from a source other than Franchisee, Franchisor, or their respective representatives, provided that such source is not and was not bound by a confidentiality agreement in favor of Licensee, Franchisor, or their respective affiliates.
- (b) Obligations of Confidentiality. Licensee must keep the Confidential Information confidential at all times before, during and after the Term, subject to the terms hereof. Licensee must use the Confidential Information for no purpose other than to execute this Agreement, exercise Licensee's rights or perform its obligations under this Agreement, unless otherwise required under
the order of a competent judicial authority. Licensee may disclose Confidential Information only to Licensee's officers or employees who have a need to know such Confidential Information to perform the duties contemplated by this Agreement. If any person to whom Confidential Information was disclosed pursuant to the preceding paragraph breaches his or her obligation of confidentiality, Licensee shall be jointly and severally liable for damages arising from such breach.
Source: Item 23 — RECEIPTS (FDD pages 47–142)
What This Means (2024 FDD)
According to the 2024 Red Wagon Club Franchise Disclosure Document, the confidentiality obligations of the Licensee extend before, during, and after the term of the agreement. The Licensee acknowledges that they will have access to Confidential Information, including documents, trade secrets, know-how, business plans, and other materials in various forms from or about Red Wagon Club, its affiliates, representatives, and/or the Brand. This information is considered confidential regardless of whether it is marked as such.
The Licensee is obligated to maintain the confidentiality of the Confidential Information at all times, which includes the period before the agreement's term, during the term, and after the term. The Licensee is permitted to use the Confidential Information only to execute the agreement, exercise their rights, or perform their obligations under the agreement, unless otherwise required by a competent judicial authority. Disclosure of Confidential Information is restricted to the Licensee's officers or employees who need to know the information to perform their duties under the agreement.
The Licensee is liable for damages resulting from any breach of confidentiality by individuals to whom the Confidential Information was disclosed. This obligation ensures that Red Wagon Club's sensitive business information is protected from improper use or disclosure, not only during the active franchise relationship but also before and after the agreement's term.