Am I allowed to duplicate Aw's confidential information?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
and the title and rights to which shall be legally assigned to us immediately in writing by you, your Owners, your managers and/or employees. All of such information developed by you or your employees will be included in the term "Confidential Information," as defined above.
9.2 Non-disclosure Agreement. You agree that your relationship with us does not vest in you any interest in the Confidential Information other than the right to use it in the development and operation of Papa Ray's Pizza Restaurants under this Agreement, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition, a breach of this Agreement and copyright infringement. You acknowledge and agree that the Confidential Information belongs to us, is proprietary information, and may contain trade secrets belonging to us and is disclosed to you or authorized for your use solely on the condition that you agree, and you therefore do agree herein, that you: (1) will not use the Confidential Information during and after the term of this Agreement in any other business or capacity; (2) will maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (4) will adopt and implement all reasonable procedures we may prescribe from time to time to prevent unauthorized use or disclosure of the Confidential Information, including restrictions on disclosure to your employees and the use of non-disclosure and/or non-competition agreements we may prescribe for employees,
managers, or owners who receive training from us and/or who have access to the Confidential Information. Upon our request, you must provide us with copies of signed non-disclosure and/or non-competition agreements signed by any employees, managers or owners. Our right to require that such agreements be signed by your employees, to prescribe the form of agreement you use, and to receive copies of signed agreements are solely to ensure that you adequately protect the Confidential Information. The restrictions on your disclosure and use of the Confidential Information will not apply to the following: (a) information, processes, or techniques which are generally known and used in the food and restaurant industry (as long as the availability is not because of a disclosure by you) and (b) disclosure of the Confidential Information in legal proceedings when you are legally required to disclose it and you have first given us the opportunity to obtain an appropriate legal protective order or other assurance satisfactory to us that the information required to be disclosed will be treated confidentially.
9.3 In-Term Non-competition Agreement. You agree that we would be unable to protect the Confidential Information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Papa Ray's Pizza franchisees if franchisees and owners of franchisee were permitted to hold interests in any competitive businesses, as described below. You also acknowledge that we have granted this Franchise Agreement to you in part in consideration of, and in reliance on, your agreement to deal exclusively with us.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from duplicating the brand's confidential information. The franchise agreement states that the use or duplication of confidential information in any business other than an authorized Papa Ray's Pizza Restaurant is considered an unfair method of competition, a breach of the agreement, and copyright infringement. Franchisees acknowledge that this information belongs to Aw and is proprietary.
The agreement specifies that franchisees must not use the confidential information in any other business or capacity, and they must maintain its absolute confidentiality both during and after the term of the agreement. Unauthorized copies of any written confidential information are strictly prohibited. Franchisees are also required to implement procedures to prevent unauthorized use or disclosure, including imposing restrictions on their employees and using non-disclosure or non-competition agreements as prescribed by Aw.
Aw defines confidential information broadly, including methods, techniques, formats, specifications, procedures, information, systems, knowledge related to operating Papa Ray's Pizza Restaurants, supply chain details, recipes, sales and profit data, marketing programs, restaurant layout, and training methods. The Operations Manual and other written materials are also considered confidential. However, the restrictions on disclosure and use do not apply to information generally known in the food and restaurant industry, provided that its availability is not due to a disclosure by the franchisee. Disclosure is also permitted in legal proceedings if legally required, provided Aw is given the opportunity to obtain a protective order.