What are the specific confidentiality provisions that the manager of an Afuri Ramen Dumpling franchise must adhere to?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
. Except in connection with an Afuri franchise, you will never communicate, divulge, or use in any manner, either for your benefit or the benefit or any other person, persons, partnerships, associations, companies or corporations any Confidential Information 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 business.
- 3 COVENANT OF NON-USE. You agree not to use Confidential Information or the System, except as authorized by us. You will obligate your owners, board of directors, your employees, and your agents to the same non-use covenant. We must approve in writing any use of Confidential Information or System by you or your owners or your directors or employees.
- 4 RETURN OF CONFIDENTIAL INFORMATION. You agree that all originals and copies of records, data, reports, documents, lists, plans, drawings, correspondence, memoranda, notes, and other materials related to or containing any Confidential Information, in whatever form they exist, whether written, visual, audio, video, or other form of media, shall be our sole and exclusive property. Upon request by us, you will promptly return to us all documents or other tangible property that contains Confidential Information.
- 5 RECIPES. Without limiting the generality of the non-disclosure and non-use provisions in this Agreement, you specifically agree not to disclose or use our recipes (by yourself or by or through any other entity or individual) in any manner other than in connection with Afuri franchises pursuant to the Franchise Agreement.
6 NON-COMPETITION COVENANT.
6.1 Covenant. During the term of your association with Franchisee and for two years thereafter, you will not directly or indirectly (including by or through any other person or entity) participate as an owner, director, officer, employee, consultant, licensor, licensee, distributor, or agent, or serve in any other capacity in any business engaged in the offer, sale, or promotion of: (1) ramen, (2) other Japanese style cuisine, (3) Vietnamese pho, or (4) any business that offers products or services that are essentially the same as, or substantially similar to, the products and services that are part of the
System.
- 6.2 Geographic Scope. During the term of your association with Franchisee, the covenants described in Section 6.1 above shall apply worldwide.
Source: Item 15 — Obligation to Participate in the Actual Operation of the Franchise Business (FDD pages 39–40)
What This Means (2024 FDD)
According to Afuri Ramen Dumpling's 2024 Franchise Disclosure Document, the manager of a franchise location is bound by certain confidentiality provisions. The franchisee must ensure that their employees and agents, including the manager, adhere to a covenant of non-use regarding confidential information and the Afuri Ramen Dumpling system, using them only as authorized by the franchisor. Any use of confidential information or the system by the manager requires the franchisor's prior written approval. This extends to all aspects of the business, ensuring that the franchisor maintains control over proprietary information.
The franchisee is obligated to ensure the manager understands that all records, data, reports, documents, lists, plans, drawings, correspondence, memoranda, notes, and other materials related to confidential information are the sole and exclusive property of Afuri Ramen Dumpling. Upon request, the franchisee must ensure the manager promptly returns all documents or tangible property containing confidential information to the franchisor. This provision aims to protect the franchisor's intellectual property and trade secrets, preventing unauthorized use or dissemination.
Specifically, the manager must not disclose or use Afuri Ramen Dumpling's recipes in any manner outside the scope of the franchise agreement. Additionally, during their association with the franchisee and for two years afterward, the manager is prohibited from participating in any business that offers ramen, other Japanese-style cuisine, Vietnamese pho, or any business offering similar products or services to Afuri Ramen Dumpling. This non-competition covenant is designed to protect the franchisor's market position and prevent former employees from using confidential information to compete against the franchise. The franchisee is responsible for ensuring the manager is aware of and complies with these restrictions.
The franchisee must also ensure that the manager maintains all 'Afuri Data' as secret and confidential, and not make it available to any unauthorized person without the franchisor's prior written consent. This data includes information pertaining to the franchise's customers and data collected in connection with the operation of the franchise. The franchisor has the right to review and use this data without compensating the franchisee. In the manager's absence, the franchise must be under the direct supervision of a manager who has successfully completed the required training programs and who devotes the necessary time during business hours to the management of the Franchise.