Does Aw require me to maintain the absolute confidentiality of the Confidential Information during and after the term of this 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,
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.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, franchisees are required to maintain the absolute confidentiality of the Confidential Information both during and after the term of the Franchise Agreement. This obligation is a key component of protecting Aw's proprietary information and trade secrets. The FDD specifies that unauthorized use or duplication of this information would be considered an unfair method of competition and a breach of the agreement. This obligation extends not only to the franchisee but also to their employees, managers, and owners who have access to the Confidential Information.
The Confidential Information includes a wide array of proprietary knowledge, such as methods, techniques, recipes, knowledge of sales and profit performance, marketing programs, and the contents of the Operations Manual. Aw will disclose much of this information to the franchisee during the build-out of the Papa Ray's Pizza Restaurant, site selection, training programs, and through the Operations Manual. Franchisees must implement reasonable procedures to prevent unauthorized use or disclosure, including using non-disclosure and/or non-competition agreements for employees, managers, and owners.
There are some exceptions to the confidentiality obligations. The restrictions do not apply to information, processes, or techniques that are generally known and used in the food and restaurant industry, provided that the availability of such information is not due to a disclosure by the franchisee. Additionally, disclosure of Confidential Information is permitted in legal proceedings if legally required, provided that Aw is given the opportunity to obtain a protective order or other assurance of confidentiality. This ensures that franchisees are not unduly restricted from operating their business or complying with legal requirements while still protecting Aw's Confidential Information.