What rights does an All County franchisee acquire in the confidential information disclosed to them?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.2. Business Purposes Only. You will not acquire any interest in confidential information, other than the right to utilize confidential information disclosed to you in operating the Business during the Term of this Agreement. Use or duplication of any confidential information in any other business will constitute an unfair method of competition and a violation of this Agreement. Confidential information is disclosed to you solely on the condition that you agree that you:
- 15.2.1. Business Only. You will not use confidential information in any other business or capacity.
- 15.2.2. Term. You will maintain the absolute confidentiality of confidential information during and after the Term of this Agreement.
- 15.2.3. Copies. You will not make unauthorized copies of any portion of confidential information disclosed to you in any format.
- 15.2.4. Safeguards. You will adopt and implement all reasonable safeguard procedures, including those that we prescribe from time to time to prevent unauthorized use or disclosure of confidential information, including, without limitation, restrictions on disclosure to the Business' personnel and others.
- 15.3. Ideas, Concepts, Techniques or Materials. All ideas, concepts, techniques or materials relating to an ALL COUNTY® business, whether or not constituting protected intellectual property, and whether created by or on behalf of you or your owners, will be promptly disclosed to us, deemed to be our sole and exclusive property and part of the System and deemed to be works made for hire for us. You and your owners agree to sign whatever assignment or other documents we may request from time to time to evidence our ownership or to assist us in securing intellectual property rights in such ideas, concepts, techniques or materials.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, franchisees do not acquire an ownership interest in the confidential information provided to them. Instead, All County grants franchisees the right to use this confidential information solely for operating their All County business during the term of the franchise agreement. This confidential information is proprietary to All County and may include location selection criteria, business practices, marketing and advertising programs, knowledge of suppliers, and operating results of other All County businesses.
All County franchisees are explicitly prohibited from using the confidential information in any business or capacity other than operating their All County franchise. The FDD states that any unauthorized use or duplication of confidential information constitutes an unfair method of competition and a violation of the franchise agreement. Franchisees must also maintain the absolute confidentiality of this information both during and after the term of the agreement.
To protect the confidential information, All County franchisees must avoid making unauthorized copies and implement reasonable safeguard procedures to prevent unauthorized use or disclosure. These safeguards may include restrictions on disclosure to the business' personnel and others, as prescribed by All County. Furthermore, any ideas, concepts, techniques, or materials related to the All County business, whether created by the franchisee or All County, are considered the sole and exclusive property of All County and part of the All County system.