As an employee of a Benihana franchisee, what is my obligation regarding the use or duplication of Confidential Information outside of my duties for the franchisee?

According to Benihana's 2024 Franchise Disclosure Document, as an employee of a Benihana franchisee, you have specific obligations regarding the use and duplication of confidential information. You can only use or disclose confidential information in connection with your duties to the franchisee, unless Benihana National Corp. (BNC) agrees otherwise in writing. This restriction extends beyond your employment, meaning you cannot disclose or use any confidential information even after you cease working for the franchisee. This is formalized in a Confidentiality and Restrictive Covenant Agreement that employees are required to sign.

Confidential Information includes any information, knowledge, know-how, and techniques related to the restaurant, BNC, the franchisee, the products sold, the Benihana restaurants, and the Benihana system. This encompasses information communicated or learned during training or employment, including confidential and proprietary information about the operations of the franchisee or BNC, as well as product recipes, pricing, and other information provided by BNC or its suppliers and vendors.

However, there are exceptions. Information that becomes publicly available without a breach of confidentiality, information disclosed under a final, unappealable court order without a protective order, or information you were aware of before your employment from a non-confidential source is not considered Confidential Information. The agreement emphasizes that using or duplicating confidential information for any purpose other than the franchisee's operation of the restaurant constitutes an unfair method of competition. Benihana may also require that employees sign a confidentiality and restrictive covenant agreement, naming BNC as a third-party beneficiary with the right to enforce the agreement.