What is the definition of 'Confidential Information' according to Aw?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
9.1 Types of Confidential Information. We possess certain unique confidential and proprietary information and trade secrets consisting of the following categories of information,
methods, techniques, products, and knowledge developed by us and our franchisees: (4) methods, techniques, formats, specifications, procedures, information, systems and knowledge of and experience in the development, operation, and franchising of Papa Ray's Pizza Restaurants; (2) source of supply, ordering and inventory control and methods of providing the products and services sold at Papa Ray's Pizza Restaurants; (3) recipes and methods for preparation of food products; (4) knowledge of sales and profit performance of any one or more Papa Ray's Pizza Restaurants; (5) knowledge of test programs, concepts or results relating to new services and products; sources of products; (6) advertising, marketing and promotional programs; (7) construction, lay-out, equipping and decoration of Papa Ray's Pizza Restaurants; (8) selection and training of Papa Ray's Pizza Restaurant managers and other personnel; (9) methods of training managers and other employees; and (10) contents of the Operations Manual or other written material provided to you in whatever media. All such information will be referred to in this Agreement as "Confidential Information." We will disclose much of the Confidential Information to you, and will do so in furnishing you prototype plans for build-out of a Papa Ray's Pizza Restaurant, in advising about site selection, in providing training programs, in the list of approved suppliers, in the Operations Manual and in providing guidance and assistance to you under this Agreement.
In addition, in the course of the operation of the Papa Ray's Pizza Restaurant, and for six (6) months after the termination or expiration of this Agreement, you or your employees may develop ideas, inventions, formulas, concepts, methods, techniques or improvements relating to the Papa Ray's Pizza Restaurant, which you agree to disclose to us and which we may then authorize you to use in the operation of the Papa Ray's Pizza Restaurant. You agree that any corresponding intellectual property rights (including without limitation any rights in utility or design patents, know-how, trade secrets, trademarks, services marks and copyrights) in such ideas, inventions, formulas, concepts, methods, techniques or improvements will be our property 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,
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary details crucial to the operation of a Papa Ray's Pizza Restaurant. This includes methods, techniques, formats, specifications, procedures, information, systems, and knowledge related to the development, operation, and franchising of Papa Ray's Pizza Restaurants. It also extends to sources of supply, ordering and inventory control methods, recipes and food preparation techniques, and knowledge of sales and profit performance.
Furthermore, Confidential Information includes insights from test programs, concepts, results related to new services and products, sources of products, advertising, marketing, and promotional programs. The construction, layout, equipping, and decoration of Papa Ray's Pizza Restaurants, along with the selection, training, and methods of training managers and other personnel, are also considered Confidential Information. Finally, the contents of the Operations Manual and any other written material provided to the franchisee, regardless of media, are included.
Aw also considers any ideas, inventions, formulas, concepts, methods, techniques, or improvements developed by the franchisee or their employees during the operation of the Papa Ray's Pizza Restaurant, or for six months after the agreement terminates, as Confidential Information. The franchisee must disclose these to Aw, and Aw may authorize their use in the restaurant. Aw retains ownership of any corresponding intellectual property rights, which must be legally assigned to them.
As a franchisee, you are obligated to protect this information. The agreement explicitly states that the relationship with Aw does not grant any interest in the Confidential Information beyond the right to use it for operating a Papa Ray's Pizza Restaurant under the agreement. Unauthorized use or duplication of this information in any other business is considered unfair competition, a breach of the agreement, and copyright infringement. The franchisee must maintain absolute confidentiality during and after the term of the agreement, avoid unauthorized copies, and implement procedures to prevent unauthorized use or disclosure, including non-disclosure agreements for employees.