What rights do I have to Aw's confidential information?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
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,
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.
9.3 In-Term Non-competition Agreement. You agree that we would be unable to protect the Confidential Information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among Papa Ray's Pizza franchisees if franchisees and owners of franchisee were permitted to hold interests in any competitive businesses, as described below. You also acknowledge that we have granted this Franchise Agreement to you in part in consideration of, and in reliance on, your agreement to deal exclusively with us. Therefore, during the term of this Agreement, neither you, nor any Owner, may, either directly or indirectly, for yourself or through, on behalf of, or in conjunction with, any person or legal entity, own, maintain, operate, engage in, consult with or have any interest in (as disclosed or beneficial owner) any business which offers products or services which are the same as, or similar to, those offered by a Papa Ray's Pizza Restaurant, or any entity which is granting franchises or licenses for any business which offers products or services which are the same as, or similar to, those offered by a Papa Ray's Pizza Restaurant. (The ownership of five percent (5%) or less of a publicly traded company will not be deemed to be prohibited by this paragraph). Further, during the term of this Agreement, you will not (1) divert customers or business from your Papa Ray's Pizza Restaurant to any other business or (2) hire any employees of ours, our affiliates or any other franchisees.
10. FEES AND ROYALTIES
10.1 Initial Franchise Fee. You must pay us an initial franchise fee (the "Initial Franchise Fee") of Thirty Thousand Dollars ($30,000.00). Upon signing this Agreement, you must pay us Fifteen Thousand Dollars ($15,000.00) of the Initial Franchise Fee in cash. The balance of Fifteen Thousand Dollars ($15,000.00) is due within five (5) days of our issuance of written approval of the site for your Papa Ray's Pizza Restaurant.
If you are (i) an existing franchisee in good standing under your existing franchise agreements with us purchasing an additional franchise; (ii) a honorably discharged Veteran;
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, your rights to the company's confidential information are limited and primarily pertain to using it solely for operating a Papa Ray's Pizza Restaurant under the franchise agreement. You do not gain ownership or any other interest in the confidential information beyond this specific usage. Aw discloses confidential information to you in various ways, including prototype plans, site selection advice, training programs, approved supplier lists, the Operations Manual, and ongoing guidance.
The agreement explicitly states that using or duplicating Aw's confidential information in any business other than your franchised Papa Ray's Pizza Restaurant constitutes unfair competition, a breach of the agreement, and copyright infringement. You are obligated to maintain the absolute confidentiality of this information both during and after the term of the agreement. This includes refraining from making unauthorized copies and implementing procedures to prevent unauthorized use or disclosure, such as requiring non-disclosure agreements from employees.
Confidential information includes, but is not limited to, methods, techniques, formats, specifications, procedures, information, systems and knowledge of and experience in the development, operation, and franchising of Papa Ray's Pizza Restaurants; source of supply, ordering and inventory control and methods of providing the products and services sold at Papa Ray's Pizza Restaurants; recipes and methods for preparation of food products; knowledge of sales and profit performance of any one or more Papa Ray's Pizza Restaurants; knowledge of test programs, concepts or results relating to new services and products; sources of products; advertising, marketing and promotional programs; construction, lay-out, equipping and decoration of Papa Ray's Pizza Restaurants; selection and training of Papa Ray's Pizza Restaurant managers and other personnel; methods of training managers and other employees; and contents of the Operations Manual or other written material provided to you in whatever media.
Upon termination or expiration of the franchise agreement, your right to use the confidential information immediately ceases. You must return all copies of the Operations Manual, proprietary software, and any other materials containing Aw's proprietary information. This ensures that Aw retains complete control over its trade secrets and proprietary knowledge, preventing franchisees from leveraging this information in competing ventures after the franchise relationship ends. Any ideas, inventions, formulas, etc. that you develop during the operation of the Papa Ray's Pizza Restaurant, and for six months after termination or expiration of the agreement, relating to the Papa Ray's Pizza Restaurant, will be Aw's property.