What happens if an employee of a Browns Chicken franchisee has access to confidential information?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
ot 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.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, franchisees must take specific steps to protect the brand's confidential information, especially when it comes to their employees. Browns Chicken requires franchisees to implement reasonable procedures to prevent unauthorized use or disclosure of confidential information. This includes placing restrictions on disclosing information to employees and using Browns Chicken's standard non-disclosure and/or non-competition clauses in employment agreements with employees who have access to confidential information.
To ensure compliance, Browns Chicken requires franchisees to notify them of the name and address of each affiliate, officer, director, partner, supervisory employee, and owner. Franchisees must keep this information updated. This notification must include a copy of a confidentiality and noncompetition agreement, in a form satisfactory to Browns Chicken, signed by the individual when they become associated with the franchisee. This agreement ensures the individual consents to be bound by the restrictive covenants in the franchise agreement and allows Browns Chicken and the franchisee to enforce these covenants.
These obligations regarding confidential information survive the termination or expiration of the Franchise Agreement. This means that even after the franchise relationship ends, the franchisee and their employees with access to confidential information remain bound by the confidentiality and non-competition agreements. This is a standard practice in franchising to protect the franchisor's trade secrets and proprietary information. Browns Chicken also considers the customer list that the franchisee services during the term of the Franchise Agreement to be Browns Chicken's proprietary information and property. At the expiration or termination of the Franchise Agreement, the franchisee must promptly turn over the entire list of customers to Browns Chicken and make no further use of that list for any purpose whatsoever.