Does Aw consider the use or duplication of the Confidential Information in any other business a breach of the Agreement?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
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,
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, using or duplicating the Confidential Information in any business other than an authorized Papa Ray's Pizza Restaurant is considered a breach of the Franchise Agreement. Aw emphasizes that the franchisee's relationship with them only allows the use of Confidential Information for operating Papa Ray's Pizza Restaurants under the agreement. Any other use is deemed an unfair method of competition and copyright infringement.
Aw defines Confidential Information broadly, including methods, techniques, recipes, knowledge of sales and profit performance, marketing programs, restaurant layout, and the contents of the Operations Manual. This information is disclosed to the franchisee during site selection, training, and through the Operations Manual. The franchisee must agree to maintain absolute confidentiality, avoid unauthorized copies, and implement procedures to prevent unauthorized use or disclosure.
This obligation extends beyond the term of the agreement, meaning that even after the franchise ends, the franchisee cannot use the Confidential Information in any other business. This restriction is designed to protect Aw's proprietary information and maintain a competitive advantage. Franchisees must also ensure that their employees, managers, and owners who have access to Confidential Information sign non-disclosure and/or non-competition agreements to further safeguard this information.
However, the restrictions on the use of Confidential Information do not apply to information generally known and used in the food and restaurant industry, provided that its availability is not due to a disclosure by the franchisee. Additionally, disclosure of Confidential Information is permitted in legal proceedings if legally required, and if Aw has been given the opportunity to obtain a protective order to ensure confidentiality.