What constitutes a breach of the agreement with Aw regarding confidential information?

According to Aw's 2025 Franchise Disclosure Document, several actions can constitute a breach of the franchise agreement regarding confidential information. These include unauthorized use or disclosure of any Confidential Information, unauthorized use of the Marks or any other identifying characteristics of the System, impairing the goodwill associated with these characteristics, or using, duplicating, or disclosing any portion of the Operations Manual or other proprietary written materials. Additionally, failure to comply with the covenants contained in Paragraph 9.2 and 9.3 of the agreement also constitutes a breach.

Paragraph 9.2 outlines specific obligations regarding Confidential Information, including not using it in any other business or capacity during and after the term of the agreement, maintaining its absolute confidentiality, not making unauthorized copies of written Confidential Information, and implementing reasonable procedures to prevent unauthorized use or disclosure. Paragraph 9.3 focuses on in-term non-competition, preventing franchisees and owners from holding interests in competitive businesses during the agreement term.

Aw requires franchisees to ensure that their employees, managers, and owners who have access to Confidential Information sign non-disclosure and/or non-competition agreements. Franchisees must provide copies of these signed agreements to Aw upon request. However, the restrictions on disclosure and use do not apply to information generally known in the food and restaurant industry (unless the availability is due to the franchisee's disclosure) or when disclosure is legally required in legal proceedings, provided Aw has the opportunity to obtain a protective order.

These stipulations are typical in franchising to protect the franchisor's proprietary information and maintain a competitive advantage. Prospective Aw franchisees should carefully review Sections 9.2 and 9.3 of the franchise agreement to fully understand their obligations and avoid potential breaches related to confidential information and non-competition.