For what purposes is a Red Wagon Club licensee permitted to use Confidential Information?
Red_Wagon_Club Franchise · 2024 FDDAnswer from 2024 FDD Document
- (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.
(c) Return or Destruction. Upon the expiration or earlier termination of this Agreement, Licensee must promptly return all Confidential Information related to Franchisor to Franchisee or certify in writing that such Confidential Information has been destroyed. Notwithstanding the foregoing (i) Licensee may maintain copies of Confidential Information as may be required under the applicable law, and (ii) as necessary to enforce Licensee's rights under this Agreement. For any Confidential Information lawfully retained by Licensee, the terms and conditions in this Agreement applicable to the use of such Confidential Information will continue to apply to such Confidential Information from and after the expiration or termination of this Agreement for so long as Licensee has access to such Confidential Information.
Source: Item 23 — RECEIPTS (FDD pages 47–142)
What This Means (2024 FDD)
According to Red Wagon Club's 2024 Franchise Disclosure Document, a licensee is permitted to use Confidential Information to execute the License Agreement, exercise their rights, or perform their obligations under the agreement. This means the licensee can utilize the confidential information to fulfill the terms of their agreement with Red Wagon Club. The licensee can also share confidential information with their officers or employees who need to know the information to perform their duties under the agreement.
However, the licensee must keep the Confidential Information confidential at all times before, during, and after the term of the agreement. The licensee is liable for damages if any person to whom Confidential Information was disclosed breaches their obligation of confidentiality. This highlights the importance of carefully managing and protecting the confidential information provided by Red Wagon Club.
Upon termination or expiration of the License Agreement, the licensee must promptly return all Confidential Information to the franchisee or certify in writing that it has been destroyed. The licensee may maintain copies of Confidential Information as required by applicable law or as necessary to enforce their rights under the agreement. Any lawfully retained Confidential Information remains subject to the terms and conditions of the agreement, even after termination.