What is the Browns Chicken franchisee's obligation regarding the Use Agreement?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
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)
Based on the 2025 Browns Chicken Franchise Disclosure Document, the franchisee has several obligations regarding confidential information. Browns Chicken possesses unique and confidential information, including recipes, operational methods, marketing programs, and training techniques. This information is disclosed to the franchisee during training and in the operating manual. The franchisee acknowledges that they will not acquire any interest in this confidential information, other than the right to use it for operating their Browns Chicken store. Using or duplicating this information in any other business would be considered unfair competition.
The franchisee must maintain the secrecy and confidentiality of the confidential information during and after the franchise term. They are prohibited from using it in any other business or capacity and from making unauthorized copies of written confidential information. The franchisee must also implement reasonable procedures to prevent unauthorized use or disclosure, including restricting disclosure to employees and using non-disclosure agreements with employees who have access to the information.
Furthermore, the franchisee is obligated to notify Browns Chicken of the name and address of each affiliate, officer, director, partner, supervisory employee, and owner of the franchisee, and to update this information as necessary. This notification must include a copy of a confidentiality and non-competition agreement, in a form satisfactory to Browns Chicken, executed by the individual when they acquire an interest in or become associated with the franchisee. This agreement ensures that these individuals are bound by the restrictive covenants and that Browns Chicken and the franchisee can enforce these covenants. These obligations survive the termination or expiration of the Franchise Agreement.