| name | franchise-nda |
| title | Franchise Confidentiality / NDA |
| description | Drafts a U.S. franchise-focused confidentiality and non-disclosure agreement protecting franchisor trade secrets, operational manuals, financial data, marketing strategies, and supplier terms during pre-franchise evaluation. Use when preparing an NDA for prospective franchisees, pre-FDD disclosures, franchise due diligence, or confidentiality agreements covering franchise system information. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/franchise-nda |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | commercial |
| language | en |
Franchise Confidentiality / NDA
Protects franchisor proprietary information during franchise evaluation while preserving prospective franchisee due diligence access. Separates NDA obligations from FDD and franchise agreement confidentiality.
Gather Before Drafting
- Parties — Franchisor legal name, state of organization, principal place of business; prospective franchisee entity or individual details.
- Disclosure scope — What will be shared: operations manual excerpts, FDD, financials, vendor lists, recipes, training materials.
- Timeline — Anticipated disclosure dates and evaluation window.
- Jurisdiction — Governing law and venue (typically franchisor home state).
- Business intent — Confirm NDA is pre-franchise; does not guarantee franchise award.
Draft Order
- Parties and Recitals
- Definitions
- Exclusions
- Permitted Purpose / Use
- Confidentiality Obligations
- Restrictions and Non-Contact
- Required Disclosures by Law
- Return / Destruction
- Term and Survival
- Remedies
- No License / No Obligation / No Reliance
- Governing Law / Venue / Jury Waiver / Arbitration (if any)
- Miscellaneous
- Signatures
Core Clause Guidance
Recitals
- Evaluation of possible franchise relationship only.
- No obligation to grant franchise.
- NDA is separate from FDD or franchise agreement confidentiality provisions.
Confidential Information Definition
Include all categories: operations manuals, training materials, system standards; financial performance representations, pro formas, unit economics; marketing strategies, advertising assets, brand guidelines; supplier lists, pricing, vendor relationships; trade secrets, recipes, formulas, processes, know-how; business model, operational systems, existence of the opportunity.
- Cover all disclosure forms (written, oral, electronic, visual) before and after execution.
- No requirement to mark as confidential if apparent by context.
Exclusions
Burden on recipient with documented proof:
- Publicly available without breach
- Rightfully possessed pre-disclosure
- Independently developed without use
- Rightfully received from third party without breach
- Legal compulsion — only with advance notice and cooperation for protective order
