What are the exceptions to the definition of 'Confidential Information' for Red Wagon Club?
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.
Source: Item 23 — RECEIPTS (FDD pages 47–142)
What This Means (2024 FDD)
According to the 2024 Red Wagon Club Franchise Disclosure Document, the term "Confidential Information" does not include information that meets specific criteria. This is relevant to potential franchisees as it defines the scope of information they are obligated to protect.
Specifically, information is not considered Confidential Information if it (i) is generally available to and known by the public at the time of disclosure or becomes so thereafter, unless this occurs due to a breach of the agreement by the franchisee or their representatives. This means that if the information is already in the public domain through legitimate means, it is not protected under the confidentiality clause.
Additionally, information is not considered Confidential Information if (ii) it was available to the franchisee or their representatives from another source, provided that the source was not bound by a confidentiality agreement with Red Wagon Club or its affiliates. This exception acknowledges that franchisees may legitimately obtain information from sources outside of the franchise relationship, and such information is not subject to the confidentiality restrictions, as long as the source was not under any obligation to keep the information confidential.