factual

What is the employee's responsibility regarding the use of Confidential Information learned during training or employment with Azal Coffee?

Azal_Coffee Franchise · 2024 FDD

Answer from 2024 FDD Document

As an employee or trainee of the Company, I acknowledge that in the course of my employment by the Company and my training in the Azal Coffee Store systems of operation, I will have access to certain Confidential Information, as defined below, about the Company and the Franchisor's methods of establishing, developing, operating and maintaining Azal Coffee Stores that is confidential and not available to the public in general. I understand that the Company and the Franchisor have spent a great deal of time and money developing this Confidential Information and I acknowledge that the Company and the Franchisor's reasonable competitive business interests would be severely and irreparably damaged if the Confidential Information that has been (or may be) revealed to me were to be disclosed to any third person, become available to the public in general, or used by me to compete with the Company or the Franchisor or any of its affiliates or franchisees. I, therefore, agree that the Company and Franchisor have a need to protect the Company's and the Franchisor's valuable Confidential Information and I agree that in consideration of these factors, and in consideration of my employment or continuing employment with the Company and/or by training in the Azal Coffee systems of operation, I promise and agree to be bound by the terms of this Agreement as follows:

  1. I agree not to directly or indirectly disclose to any individual, company, partnership, business, corporation, or any other entity ("person") or to use myself, any Confidential Information which I learn during my training and/or employment with the Company, except as necessary in the course of my employment with the Company. I agree that these restrictions will apply while I am in training or am employed by the Company and indefinitely after my training is completed or ends or my employment terminates or ends for any reason.

I agree to, at all times, keep the Confidential Information strictly confidential and maintain the secrecy of the Confidential Information. In particular, I will, at all times, keep all tangible forms of the Confidential Information that I have been entrusted with in a secure work area and safely locked away when not in use and will ensure that these items do not fall into the hands of unauthorized persons.

I also agree that if my training ceases without my being employed by the Company or my employment with the Company terminates or ends for any reason, I will immediately return to the Company or the Franchisor, all memoranda, notes, and other written, digital, electronic, or printed information that is in my possession or under my control, which contains Confidential Information, including information, which although not confidential, belongs to the Company or the Franchisor or relates to its business or systems of the Company or the Franchisor. This obligation will apply regardless of whether the information was prepared by me, the Company, the Franchisor, or a third party.

The term "Confidential Information" includes, but is not limited to: (i) "proprietary information," which includes, but is not limited to, knowledge and experience relating to Azal Coffee; advertising, marketing techniques and strategies, and advertising programs used in developing and operating Azal Coffee Stores; computer software and similar technology and systems that have been or may be developed by or for the Company or the Franchisor, which is

proprietary to the Company or the Franchisor, including digital passwords and identifications and any source code of, and data, reports, and other printed materials generated by, the software or similar technology; the contents of the Brand Standards Manual; financial information, including but not limited to knowledge of the operating results and financial performance of Azal Coffee; new ventures, pending projects and proposals, and product development information; other aspects of the Azal Coffee systems now or later revealed to you and all changes and enhancements in the Azal Coffee systems, even if developed by you; and other property that the Company or the Franchisor describes as being Confidential Information or that is confidential, unique and/or not generally known or available to the public, including but not limited to, information regarding the Company's or the Franchisor's methods, equipment, and materials relating to the development, marketing, and operation of the Company's business of a Azal Coffee Store; (ii) "trade secret" information which includes any knowledge, ideas, concepts, recipes, techniques, computer programs, systems manuals, installation guides, reports, technical manuals, operation manuals, and training programs relating to the establishment, development, operation and maintenance of the Company's business, Franchisor's business, or an Azal Coffee store; (iii) "customer information" which includes information about current and prospective customers of the Company or the Franchisor, including any list that contains the names, addresses and telephone numbers, and other contact information of the Company's or Franchisor's current or prospective customers, and specific information about these customers or prospective customers such as number of employees, general needs, order history, contact information, and customer contacts or referral sources; and (iv) "supplier information" which includes product source information and information about current and prospective carriers, suppliers, vendors, agencies, or providers of the Company or the Franchisor, including the names, addresses and telephone numbers of any such suppliers and the terms of any contracts or arrangements between the Company or the Franchisor and such suppliers.

    1. Pursuant to the federal Defend Trade Secrets Act of 2016, I have been notified and understand that I will not be held criminally or civilly liable under any federal or state trade secrets law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
    1. I understand that the Franchisor is the exclusive owner of all rights relating to the Azal Coffee systems and its Confidential Information, and I agree that as a condition of my training and/or employment by the Company, the Franchisor has the exclusive rights to all ideas, improvements and innovations relating to an Azal Coffee Store, which I conceive, develop or help develop during my training and/or employment.
    1. I understand that the Company is an independently owned and operated Azal Coffee franchisee and is my sole employer and solely responsible for the terms and conditions of my employment and my compensation. I further understand that the Franchisor is not directly or indirectly my employer and that the Franchisor is granted rights under this Agreement solely for the purpose of protecting the Azal Coffee Confidential Information and the Azal Coffee systems and brand.
    1. My obligations under this Agreement will be binding on me and my heirs and personal representatives and will inure to the benefit of the Company and the Franchisor and their successors and assigns. My obligations arising out of this Agreement are in addition to and are not in any manner limitations on all obligations not to use or disclose the Company's or the Franchisor's Confidential Information as provided by law, whether expressly or by implication.

I acknowledge that my breach of this Agreement will cause the Company and/or Franchisor irreparable harm.

I, therefore, agree that the Company and/or the Franchisor are entitled to an injunction enjoining me and restraining me from performing and continuing to commit any violation or breach of this Agreement, in addition to any other rights and remedies either of them might have.

Source: Item 23 — RECEIPTS (FDD pages 51–204)

What This Means (2024 FDD)

According to Azal Coffee's 2024 Franchise Disclosure Document, as an employee or trainee, one acknowledges that during employment and training, they will have access to Confidential Information regarding Azal Coffee and the methods of establishing, developing, operating, and maintaining Azal Coffee stores. This information is confidential and not available to the general public.

The employee or trainee agrees not to directly or indirectly disclose to any person or use any Confidential Information learned during training or employment, except as necessary for their job. This restriction applies during training and employment and continues indefinitely after training or employment ends for any reason. The employee must keep the Confidential Information strictly confidential and maintain its secrecy at all times. Tangible forms of Confidential Information must be kept in a secure work area, safely locked away when not in use, ensuring they do not fall into unauthorized hands.

If training ceases without employment or if employment ends for any reason, the employee must immediately return all memoranda, notes, and other written, digital, electronic, or printed information containing Confidential Information to Azal Coffee. This includes information that, although not confidential, belongs to Azal Coffee or relates to its business or systems, regardless of who prepared the information. Confidential Information includes proprietary information, trade secrets, customer information, and supplier information.

Under the federal Defend Trade Secrets Act of 2016, an employee will not be held liable for disclosing a trade secret to a government official or attorney for reporting a suspected violation of law, or in a complaint filed under seal. Azal Coffee exclusively owns all rights to the Azal Coffee systems and its Confidential Information, including any ideas, improvements, and innovations conceived or developed during training or employment. Breaching this agreement will cause irreparable harm to Azal Coffee, entitling them to an injunction and other remedies.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.