Is the Browns Chicken Confidential Information considered a trade secret of Brown?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
nd any independent accountants, applicable per diem charges for employees of Brown and all of their travel and room and board expenses. The foregoing remedies shall be in addition to all other remedies and rights of Brown hereunder or under applicable law.
14. CONFIDENTIAL INFORMATION.
A. Brown possesses certain unique, confidential and proprietary information and trade secrets, including but not limited to the following categories of information, methods, techniques, procedures, and knowledge developed by Brown and/or its franchisees (the "Confidential Information"): (1) recipes, methods, procedures and techniques for preparing, packaging, serving and delivering chicken and other food products; (2) methods, techniques, specifications, procedures, information, systems and knowledge of and experience in the development, operation and franchising of BROWN'S Stores; (3) marketing programs; and (4) methods of training of managers and other personnel.
B. Brown will disclose the Confidential Information to Franchisee during training, in the Operating Manual and in guidance and assistance furnished to Franchisee during the term of the Franchise. Franchisee acknowledges and agrees that he will not acquire any interest in the Confidential Information, other than the right to utilize it in the operation of the Store and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition with Brown and other BROWN'S franchises.
C. Franchisee acknowledges and agrees that the Confidential Information is a valuable asset of Brown, includes trade secrets of Brown and is disclosed to Franchisee solely on the condition that Franchisee agrees, and Franchisee does hereby agree, that he: (1) will not use the Confidential Information in any other business or capacity; (2) will maintain the absolute secrecy and 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 prescribed from time to time by Brown to prevent unauthorized use or disclosure of the Confidential Information, including without limitation, restrictions on disclosure thereof to employees of Franchisee, and the use of Brown's customary non-disclosure and/or non-competition clauses in employment agreements with employees who have access to the Confidential Information. In connection with this obligation, Franchisee shall notify Brown of the name and address of each affiliate, officer, director, partner, supervisory employee and owner of Franchisee and shall update such information whenever necessary.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, the Confidential Information disclosed to franchisees is considered a valuable asset and includes trade secrets of Brown. The Confidential Information includes recipes, methods, and techniques for preparing food products, as well as knowledge related to the development, operation, and franchising of Browns Chicken stores. Browns Chicken will disclose this information during training, in the Operating Manual, and through ongoing guidance.
As a Browns Chicken franchisee, you acknowledge that you will not acquire any interest in the Confidential Information beyond the right to use it for operating your store. Using or duplicating this information in any other business would be considered unfair competition. Franchisees must maintain the absolute secrecy and confidentiality of the Confidential Information during and after the franchise term.
To protect this information, franchisees must avoid unauthorized copies, implement procedures to prevent unauthorized use or disclosure, and restrict disclosure to employees. Franchisees are also required to notify Browns Chicken of the names and addresses of affiliates, officers, directors, partners, supervisory employees, and owners, updating this information as necessary. These obligations regarding Confidential Information survive the termination or expiration of the Franchise Agreement.