Does the Afuri Ramen Dumpling Franchise Disclosure Document include a Confidentiality and Non-Competition Agreement?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
ing this undertaking against Guarantor.
IN WITNESS WHEREOF, each of the undersigned has affixed his signature on the same day and year as the Agreement was executed.
| GUARANTOR(S): | PERCENTAGE OWNERSHIP IN FRANCHISEE: |
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| Signed: | % |
| Print Name: | |
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CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
| This Confidentiality and Non-Competition Agreement (this "Agreement") has been entered effective on the following date: It is by and between | AFURI FRANCHISE INC., an | |
|---|---|---|
| Oregon corporation ("Franchisor" | (jointly and severally | |
| and "we/us") and | ||
| the undersigned individuals | ||
| "you"). | ||
| RECITALS | ||
| A. | ||
| We own valuable goodwill and have valuable Confidential Information (defined below), and | ||
| distinctive business format and color scheme and utilize distinctive, uniform business formats, recipes, | ||
| signs, equipment, layouts, systems, methods, procedures, designs and marketing and advertising standards | ||
| and formats (the "System"). The Confidential Information and System are connected with the | ||
| development and operation of Afuri businesses. | ||
| B. Franchisor and franchise agreement ("Franchise Agreement") on or about [DATE]. The Franchise Agreement requires the Franchisee's owners, officers, directors, and persons occupying similar positions (who may obtain or who are likely to obtain knowledge concerning our Confidential Information) to execute a confidentiality and non-competition agreement. | ("Franchisee") signed that | certain |
AGREEMENT
Therefore, in consideration of the mutual promises and covenants contained in the Franchise Agreement and herein, the parties agree as follows:
1 PROTECTION OF CONFIDENTIALITY
- 1.1 Confidential Information Defined. In this Agreement, "Confidential Information" shall mean:
- a) Any information that relates to our proprietary ideas, trade secrets, business, products, technology, customers, finances, plans, proposals, or practices of us, including, but not limited to, plans and specifications for new products, discoveries, ideas, know-how, research and development, recipes, inventions, techniques, marketing strategies, customer lists, financing sources and suppliers, non-public financial information, budgets, data, and projections;
- b) Our proprietary information and information we mark or designate as confidential;
- c) Information, whether or not in written form and whether or not designated as confidential, which is known to you as being treated by us as confidential;
- d) Information provided to us by third parties, which we are obligated to keep confidential.
The Confidential Information shall include information in any form in which such information exists, whether oral, written, film, tape, computer disk, digital, or other form of media.
Confidential Information loses that status if: (1) The information becomes publicly available (unless because you breached this Agreement); (2) You get it without restriction from a third party who had the right to disclose it without restriction; or (3) You develop it independently, or already knew it when we gave it to you.
1.2 Our Exclusive Property. You acknowledge and agree that our System and all Confidential Information is and shall continue to be our sole and exclusive property, whether or not disclosed or entrusted to you in connection with your relationship with us. Nothing in this Agreement will
give you or others any right, title, or interest whatsoever in or to them. The Confidential Information shall be considered our trade secrets and shall be entitled to all protections provided by applicable law to trade secrets.
- 1.3 Safeguard of Confidential Information. You agree to exercise the highest degree of care in safeguarding Confidential Information against loss, theft, or other inadvertent disclosure. You agree to accord to the Confidential Information the same degree of care and use the same confidentiality protection practices as you exercise or employ with respect to your confidential or proprietary information (but no less than a reasonable degree of care).
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
Yes, according to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, a Confidentiality and Non-Competition Agreement is included. The document outlines several key provisions related to confidentiality and non-competition.
The agreement states that franchisees must not use confidential information or the Afuri Ramen Dumpling system without authorization. This obligation extends to the franchisee's owners, board of directors, employees, and agents. All originals and copies of materials containing confidential information are the exclusive property of Afuri Ramen Dumpling and must be promptly returned upon request. Franchisees specifically agree not to disclose or use Afuri Ramen Dumpling's recipes outside of authorized franchise operations.
Furthermore, during the term of the franchise and for two years afterward, franchisees are prohibited from participating in any business involved in the offer, sale, or promotion of ramen, other Japanese-style cuisine, Vietnamese pho, or any business offering products or services substantially similar to those of Afuri Ramen Dumpling. This non-competition covenant restricts the franchisee's ability to engage in related businesses, ensuring the protection of Afuri Ramen Dumpling's market position and trade secrets. The agreement also specifies that if the franchisee is an entity, each owner must sign the agreement or a personal guaranty, binding them to the confidentiality and non-competition terms. Franchisees are also required to ensure that their officers, directors, managers, and independent contractors sign a confidentiality and non-compete agreement approved by Afuri Ramen Dumpling, designating Afuri Ramen Dumpling as a third-party beneficiary.