What is an employee's obligation regarding trade secrets or Confidential Information of Annex Brands or its franchisees, according to the agreement?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Covenants Not to Disclose; Covenants Not to Compete. You agree that certain methods of doing business and other elements comprising the System are distinctive and have been developed by Franchisor and us at great effort, skill, time and expense; that you will have regular and continuing access to valuable trade secrets, Confidential Information and valuable training regarding the System; and that you recognize your obligation to promote and develop our franchised business. You accordingly agree as follows:
- (a) Except as required in duties performed for us, you will never, either during or after the term or engagement or employment, either directly or indirectly, use, or disseminate or disclose to any person or entity, any trade secrets or Confidential Information, including but not limited to customer names, other customer information and business methods, of Franchisor or us, and will always seek to preserve the confidentiality of those trade secrets and Confidential Information.
- (b) During your engagement or employment, you will not, directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, divert or attempt to divert any business or customer of ours to any competitor or other person by direct or indirect inducement or otherwise, but this Section will not prevent you from referring customers in good faith to other businesses, including but not limited to competitors' businesses, that may be able to provide those customers with products or services not available from our business.
Source: Item 23 — Receipts (FDD pages 110–299)
What This Means (2025 FDD)
According to the 2025 FDD, Annex Brands requires that employees acknowledge the franchisor's system and methods of doing business are distinctive and developed with significant effort. Employees will have regular access to trade secrets, confidential information, and valuable training.
The agreement specifies that, except when required for their job duties, employees must never use, disseminate, or disclose any trade secrets or confidential information of either the franchisor (Annex Brands, Inc.) or the franchisee. This obligation extends both during and after the term of their employment. Confidential information includes, but is not limited to, customer names, customer information, and business methods. The employee must always try to keep this information confidential.
Furthermore, during their employment, employees cannot directly or indirectly divert or attempt to divert any business or customers of the franchisee to a competitor. However, employees are allowed to refer customers to other businesses, including competitors, if the franchisee's business cannot provide the needed products or services. This ensures that employees prioritize the franchisee's business while still being able to assist customers with needs that cannot be met by the franchise.