Does the text mention any specific clauses within The Standardx Confidentiality Agreement?
The_Standardx Franchise · 2025 FDDAnswer from 2025 FDD Document
- Exclusions. The term Confidential Information does not include information which (A) was or becomes generally available to the public other than as a result, directly or indirectly, of any disclosure by the receiving party hereunder, or (B) was or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its employees, agent or representatives, provided that such source is not, to the receiving party's knowledge, bound by a confidentiality agreement or otherwise prohibited from transmitting the information to the receiving party by contractual, legal or fiduciary obligations, (C) was within the possession of the receiving party prior to its being furnished to the receiving party by the disclosing party, or (D) information which is incorporated into analyses, studies or internal reports, provided, however, such information, studies, analyses or reports shall be kept confidential in accordance with the receiving party's policies and procedures it
uses to protect and safeguard its own client confidential information.
Covenants Regarding Confidential Information.
The receiving party shall hold all Confidential Information received in confidence and take all necessary steps to keep the Confidential Information confidential with its then current protocols in order to maintain the confidential nature of the Confidential Information in accordance with the terms hereof.
The receiving party may only use Confidential Information for evaluation purposes with respect to the Property and the Business in relationship to the Transaction and may not disclose the Confidential Information to any third party other than to its affiliates, related companies, partners, employees, directors, officers, legal counsel, accountants, prospective lenders, consultants, advisors, principals, and existing investors (collectively, the "Representatives") who have a need to know Confidential Information, provided that the party which shares the Confidential Information with its Representatives shall inform all such Representatives to maintain the confidentiality of the Confidential Information.
Receiving party shall be liable for a breach of this Agreement by its Representatives; provided, however, the receiving party shall not be responsible for any breach of this Agreement by a Representative that has executed a separate confidentiality agreement with the disclosing party with respect to the Transaction.
Ownership of Confidential Information.
All Confidential Information disclosed by a disclosing party, directly or indirectly, shall remain the exclusive property of such party.
Source: Item 18 — OTHER INCOME (LOSS), NET (FDD pages 187–399)
What This Means (2025 FDD)
According to The Standardx's 2025 Franchise Disclosure Document, the Confidentiality Agreement outlines several key clauses. It specifies exclusions to what is considered Confidential Information, such as data already public or received from another source not bound by confidentiality.
The agreement also includes covenants that detail how the receiving party must handle Confidential Information, including the necessary steps to maintain its confidential nature. It restricts the use of Confidential Information to evaluation purposes related to the property, business, and transaction, and it limits disclosure to specific parties like affiliates, legal counsel, and lenders, provided they are informed of their confidentiality obligations.
Furthermore, the agreement clarifies ownership of Confidential Information, stating that it remains the exclusive property of the disclosing party. It also addresses liability for breaches, noting that the receiving party is responsible for breaches by its representatives unless those representatives have a separate confidentiality agreement with the disclosing party.