What may result from a failure to comply with the confidentiality requirements of the Afuri Ramen Dumpling Franchise Agreement?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
d to grant any variance to you under any circumstances. You will not require us to disclose or grant to you a like or similar variation.
5.6 You Will Not Communicate or Use Confidential Information.
- 5.6.1 You specifically acknowledge that you will receive valuable specialized and Confidential Information, including information regarding our operational, sales, promotional and marketing methods and techniques, operating procedures, processes, practices, lists of suppliers, customer lists, manuals, communications methods, accounting and reporting methods, use of custom or proprietary software, marketing and sales techniques and strategies (collectively referred to as "Confidential Information" or "Proprietary Information" in this Agreement), and the System. Unless required by court order or applicable law, you agree not to copy, download to internet, intranet, modem, fax, e-mail, mail or send any Confidential Information or divulge any Confidential Information directly or indirectly to any other person or enterprise outside of the Afuri system.
- 5.6.2 During the term of this Agreement and forever after it expires or is terminated, you will never:
- A. communicate, fax, e-mail, post on an internet electronic bulletin board, or
- B. divulge or use in any other manner (either for your benefit or the benefit or any other person, persons, partnerships, associations, companies or corporations, except for the benefit of your Afuri franchise during the term of this Agreement)
any Confidential or Proprietary Information, knowledge or know-how concerning the System or any information we have communicated to you in written, verbal or electronic form, (including intranet passwords) for the operation of your Franchise.
- 5.6.3 The System includes valuable Proprietary and Confidential information. Unless required by court order or applicable law, you agree to not communicate or divulge the contents of our Operations Manuals or any other information related to the System or to the operation of the Franchise or our franchise system to any person or entity except those we authorize in writing to receive the information. You agree that these contents and information are confidential. They include information that is our exclusive property, and you may only use them in the Franchise subject to the provisions and duration of this Agreement. You agree to fully and strictly adhere to all security procedures we prescribe for maintaining the confidentiality of the Confidential Information. You agree to disclose information to your employees only to the extent necessary to perform the franchise business.
Source: Item 14 — Patents, Copyright & Proprietary Information (FDD page 39)
What This Means (2024 FDD)
According to Afuri Ramen Dumpling's 2024 Franchise Disclosure Document, franchisees receive valuable specialized and confidential information regarding operational, sales, promotional, and marketing methods and techniques, operating procedures, processes, practices, lists of suppliers, customer lists, manuals, communications methods, accounting and reporting methods, use of custom or proprietary software, marketing and sales techniques, and strategies. Unless required by court order or applicable law, franchisees must not copy, download to the internet, intranet, modem, fax, e-mail, mail, or send any Confidential Information or divulge any Confidential Information directly or indirectly to any other person or enterprise outside of the Afuri system.
During the term of the Franchise Agreement and even after it expires or is terminated, franchisees are prohibited from communicating, faxing, e-mailing, or posting on an internet electronic bulletin board, or divulging or using the confidential information in any manner, either for their benefit or the benefit of any other person, persons, partnerships, associations, companies, or corporations, except for the benefit of their Afuri Ramen Dumpling franchise during the term of the agreement.
To protect Afuri Ramen Dumpling's confidential information, if the franchisee is an entity, each of its owners must either sign the Franchise Agreement directly or sign the personal guaranty attached to the Agreement as an Exhibit, which obligates the guarantors to be personally bound by all obligations of the Agreement, including its confidentiality and non-competition covenants. Franchisees must require all of their officers, directors, LLC managers, trustees, beneficiaries, independent contractors, and persons occupying similar positions (who may obtain or who are likely to obtain knowledge concerning Afuri Ramen Dumpling's Confidential Information and who do not directly sign the Agreement or the Guaranty Agreement) to execute a confidentiality and non-compete agreement in a form Afuri Ramen Dumpling approves. Afuri Ramen Dumpling must be described as a third-party beneficiary on such agreements so that they may enforce such agreements (unless they specify otherwise). It is solely the franchisee's responsibility to ensure that such agreements comply with legal requirements in their jurisdiction. Franchisees must assure that their employees, and any other persons in their control, to whom any information is disclosed, will comply with these confidentiality requirements.