What is the Browns Chicken franchisee's responsibility to protect the Confidential Information?
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. Such notification shall contain and have annexed thereto a copy of a confidentiality and noncompetition agreement in a form satisfactory to Brown, executed by the individual at the time he or she acquires an interest in or becomes associated with Franchisee in which such individual consents to be bound by the restrictive covenants contained in said agreement and to Brown's and Franchisee's enforcement of such covenants. The obligations of Franchisee pursuant to this Section 14 shall survive the termination or expiration of this Agreement.
D. Innovations. All ideas, concepts, techniques, and marketing, advertising or other materials relating to a restaurant offering chicken, pasta, and sandwiches, whether or not protectable intellectual property and whether created by or for Franchisee or Franchisee's owners or employees, must be promptly disclosed to Brown and will be deemed to be Brown's sole and exclusive property, part of Brown's System, and works made-for-hire for Brown. To the extent that any item does not qualify as a "work made-for-hire" for Brown, by this paragraph Franchisee assigns ownership of that item, and all related rights to that item, to Brown and agree to take whatever action (including signing assignment or other documents) Brown requests to evidence Brown's ownership or to help Brown in this regard.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, the franchisee has several responsibilities regarding the protection of confidential information. Browns Chicken possesses unique and proprietary information, including recipes, methods for preparing food, operational techniques, marketing programs, and training methods. Browns Chicken will disclose this confidential information to the franchisee during training, in the operating manual, and through ongoing guidance. The franchisee acknowledges that they will not acquire any interest in the confidential information, other than the right to utilize it in the operation of their Browns Chicken store. The franchisee also understands that using or duplicating this information in any other business would be an unfair method of competition.
The franchisee must maintain the absolute secrecy and confidentiality of the information both during and after the term of the Franchise Agreement. They are prohibited from using the confidential information in any other business or capacity and from making unauthorized copies of any 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 and non-competition clauses in employment agreements with employees who have access to the confidential information.
To ensure compliance, the franchisee must notify Browns Chicken of the name and address of each affiliate, officer, director, partner, supervisory employee, and owner of the franchisee, and keep this information updated. This notification must include a copy of a confidentiality and non-competition agreement, in a form satisfactory to Browns Chicken, executed by the individual at the time they 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. The franchisee's obligations to protect confidential information survive the termination or expiration of the Franchise Agreement.
However, the restrictions on the franchisee's disclosure and use of confidential information do not apply under certain conditions, provided the franchisee obtains Browns Chicken's prior written consent (which will not be unreasonably withheld). These conditions include disclosing confidential information in judicial or administrative proceedings if legally compelled, provided the franchisee makes their best effort to obtain a protective order ensuring confidential treatment. Additionally, the restrictions do not apply to information, processes, or techniques that become generally known in the restaurant industry, unless the franchisee disclosed them.