Besides operating my Benihana Restaurant, under what other conditions can I use or disclose Benihana's trade secrets, confidential information, knowledge, or know-how during the Franchise Agreement term?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
We will disclose to you certain confidential or proprietary information and trade secrets. Except as is necessary for the operation of your BENIHANA Restaurant and as we approve, you may not, during the term or at any time after the expiration or termination of the Franchise Agreement, regardless of the cause of termination, directly or indirectly, use for your own benefit or communicate or divulge to or use for the benefit of any other person or entity, any trade secrets, confidential information, knowledge or know-how concerning the services, advertising, marketing, designs, plans, or methods of operation of the BENIHANA Restaurant or the BENIHANA System. You may disclose to your employees only that confidential, proprietary or trade secret information as is necessary to operate the business and then only while the Franchise Agreement is in effect. All information, knowledge, or know-how, including materials, equipment, marketing, electronic technology, and other data that we designate as secret or confidential, will be deemed secret and confidential for purposes of the Franchise Agreement.
All personnel having access to any of our Confidential Information must maintain the confidentiality of information they receive in connection with their employment by you. You may be required to have such personnel sign agreements or covenants in a form satisfactory to us, including specific identification of us as a third-party beneficiary of the covenants with the independent right to enforce them, prior to disclosing Confidential Information to them.
You must also promptly tell us when you learn about the unauthorized use of any Confidential Information or any other proprietary information. We are not obligated to take any action, but we will respond to your notification of unauthorized use as we think appropriate.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 55–57)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, franchisees are granted limited permissions regarding the use and disclosure of Benihana's confidential information. Outside of what is necessary for operating the Benihana Restaurant, any other use or disclosure of trade secrets, confidential information, knowledge, or know-how requires explicit approval from Benihana. This restriction applies both during the term of the Franchise Agreement and indefinitely after its expiration or termination, regardless of the reason for termination. This includes information related to services, advertising, marketing, designs, plans, or methods of operation of the Benihana Restaurant or the Benihana system.
Franchisees are permitted to disclose confidential, proprietary, or trade secret information to their employees, but only to the extent necessary for the employees to perform their duties in operating the business. This disclosure is only allowed while the Franchise Agreement is in effect. Benihana may also require franchisees to have their personnel sign agreements or covenants, in a form satisfactory to Benihana, to maintain the confidentiality of the information they receive. Benihana can enforce these covenants as a third-party beneficiary.
Prospective franchisees should understand that maintaining the confidentiality of Benihana's proprietary information is crucial. Franchisees must also promptly inform Benihana of any unauthorized use of confidential information. While Benihana is not obligated to take action upon notification of unauthorized use, they will respond as they deem appropriate. This highlights the importance of vigilance and proactive measures in safeguarding Benihana's trade secrets and confidential information.