Under the Zoomin Groomin Non-Disclosure Agreement, is the Recipient's duty to maintain confidentiality affected by a breach from someone else with a duty of confidentiality?
Zoomin_Groomin Franchise · 2025 FDDAnswer from 2025 FDD Document
Recipient agrees to take reasonable measures to prevent unauthorized persons or entities from accessing Confidential Information in Recipient's possession.
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- Obligation to Maintain Confidentiality.
Recipient's duty to hold Confidential Information in confidence shall remain in effect beyond the termination of any relationship between the parties and until the information at issue is no longer confidential, provided that the information is not made non-confidential as a result of a breach by any person or party having a duty of confidentiality.
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, a franchisee's duty to maintain confidentiality under the Non-Disclosure Agreement is affected if another party with a duty of confidentiality breaches that duty. Specifically, the franchisee's obligation to keep information confidential continues until the information is no longer confidential. However, this is conditional: the information must not have become non-confidential due to a breach by someone else who also had a duty to maintain its confidentiality.
In practical terms, this means that if Zoomin Groomin discloses confidential information, or if another franchisee or employee bound by a similar agreement does so, the franchisee's responsibility to keep that specific information confidential may be nullified. This clause protects the franchisee from being held liable for disclosing information that has already been made public or otherwise revealed through a breach by another party with a similar obligation.
This condition is important for prospective Zoomin Groomin franchisees because it clarifies the scope and limits of their confidentiality obligations. It ensures they are not indefinitely bound to protect information that is no longer truly confidential due to the actions of others. However, franchisees should be aware that they remain responsible for maintaining the confidentiality of information that has not been compromised by others with a similar duty.
Franchisees should also note that the Non-Disclosure Agreement includes provisions for injunctive relief, indemnification, and legal remedies if a breach occurs. Zoomin Groomin is entitled to seek an injunction against a franchisee to prevent a breach or threatened breach of the agreement, and the franchisee may be liable for damages and legal fees resulting from a breach. Therefore, it is crucial for franchisees to understand their obligations and take reasonable measures to protect confidential information to avoid potential legal and financial repercussions.