What information is specifically excluded from the definition of 'Confidential Information' in the Zoomin Groomin Non-Disclosure Agreement?
Zoomin_Groomin Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information does not include information (a) already in Recipient's possession before receipt from Company; (b) that is a matter of public knowledge through no fault of Recipient; or (c) that is rightfully received by Recipient from a third party not owing a duty of confidentiality to Company.
6.1.Definition
The term "Confidential Information" is defined as non-public sensitive or proprietary material related to our Franchise System, relationship with you or the Franchise Business whether provided by us or by you. The disclosure may be oral or written in any form including tangible, intangible and electronic media regardless whether it is marked. For the avoidance of doubt, Confidential Information includes Client lists, performance data and reports from our Franchise System along with any notes, summaries or other derivative works. Confidential Information does not include material that: a) you possessed more than thirty (30) days before the Effective Date of any contract between us, b) independently developed, c) obtained from a third party with no corresponding obligation of confidentiality, or d) in the public domain.
Source: Item 9 — 01. Financial Statements and Exhibits. (FDD pages 68–156)
What This Means (2025 FDD)
According to the 2025 Zoomin Groomin Franchise Disclosure Document, the Non-Disclosure Agreement specifies certain types of information that are NOT considered confidential. This is important for prospective franchisees to understand, as it defines the boundaries of what they are obligated to keep secret.
Specifically, information is excluded from the definition of "Confidential Information" if it meets any of the following conditions: (a) it was already in the Recipient's possession before receiving it from Zoomin Groomin, (b) it is already public knowledge through no fault of the Recipient, or (c) it is rightfully received by the Recipient from a third party who does not owe a duty of confidentiality to Zoomin Groomin. This means that if a franchisee already knows something, or if the information becomes publicly available without their involvement, or if they obtain it legally from another source without confidentiality restrictions, they are not bound to keep it confidential under the terms of the agreement.
Additionally, the term "Confidential Information" does not include material that: a) you possessed more than thirty (30) days before the Effective Date of any contract between us, b) independently developed, c) obtained from a third party with no corresponding obligation of confidentiality, or d) in the public domain. This provides further clarification, ensuring that franchisees are not penalized for information they already had or obtained legitimately from other sources.
Understanding these exclusions is crucial for a Zoomin Groomin franchisee, as it clarifies their obligations and protects them from being held liable for information that is already known or rightfully obtained. It is advisable for potential franchisees to carefully review these exclusions with legal counsel to fully understand their rights and responsibilities under the Non-Disclosure Agreement.