What happens if my managers or employees have access to Aw's confidential information but do not sign a confidentiality agreement?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
responding intellectual property rights are assigned to us.
You may not use our confidential information (as defined in the Franchise Agreement) in any unauthorized manner. You must take reasonable steps to prevent disclosure of our confidential information to others, including having your managers and employees sign a confidentiality agreement. All of your managers and other employees who attend our training programs, seminars or conferences and/or have access to the confidential information must maintain the confidentiality of that information and sign a confidentiality agreement in a form approved by us. You must provide us with copies of the signed confidentiality agreements before the manager or employees receives training.
There are currently no effective determinations of the Copyright Office (Library of Congress) or any court regarding any of the copyrighted materials. There are no agreements currently in effect which significantly limit our right to use or license the use of any copyrighted materials.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 32)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, franchisees must take reasonable steps to prevent the disclosure of Aw's confidential information, including having managers and employees sign a confidentiality agreement. All managers and other employees who attend Aw's training programs, seminars, or conferences, and/or have access to confidential information, must maintain the confidentiality of that information and sign a confidentiality agreement in a form approved by Aw. Franchisees must provide Aw with copies of the signed confidentiality agreements before the manager or employee receives training.
The FDD states that if franchisees, their owners, managers, or employees develop any ideas, concepts, methods, techniques, or improvements relating to their Aw restaurant, they must disclose that information to Aw, and all of that information will become part of Aw's confidential information. Franchisees must also assure that all corresponding intellectual property rights are assigned to Aw.
While the FDD excerpt specifies that Aw requires signed confidentiality agreements from those with access to confidential information, it does not explicitly detail the repercussions of failing to obtain these agreements. It is important to note that the franchise agreement likely contains provisions regarding the protection of confidential information and potential remedies for breaches of that agreement. A prospective franchisee should clarify with Aw what specific actions or penalties Aw might take if a franchisee's employees or managers access confidential information without signing the required agreements.