What section of the Red Wagon Club agreement defines Confidential Information?
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, Section 6(a) of the agreement defines "Confidential Information." This section specifies that franchisees will have access to various types of information, documents, trade secrets, business plans, and other materials related to the franchisor, its affiliates, and the Red Wagon Club brand. This information can be disclosed or stored in written, electronic, oral, visual, or other forms.
The definition of "Confidential Information" includes the Licensed Materials, information about other Red Wagon Club franchisees or licensees, details about the franchisee's relationship with the franchisor and the brand, and any other information exchanged between the parties under the agreement. Importantly, the information is considered confidential regardless of whether it is explicitly marked as such.
However, the definition excludes information that is already publicly available or known, unless the franchisee or its representatives disclosed it in violation of the agreement. It also excludes information that the franchisee received from another source not bound by a confidentiality agreement with Red Wagon Club. This distinction is important because it clarifies what information the franchisee is obligated to protect and what information is considered part of the public domain.