What level of secrecy and confidentiality must a Browns Chicken franchisee maintain regarding the 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. 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, a franchisee must maintain absolute secrecy and confidentiality regarding the Confidential Information both during and after the term of the Franchise Agreement. This obligation extends to not using the Confidential Information in any other business or capacity and preventing unauthorized copies of written Confidential Information. Browns Chicken considers its Confidential Information a valuable asset and includes trade secrets.
To ensure confidentiality, Browns Chicken franchisees must implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. These procedures include restricting disclosure to employees and using Browns Chicken's standard non-disclosure and non-competition clauses in employment agreements with employees who have access to the Confidential Information. Franchisees must also notify Browns Chicken of the name and address of each affiliate, officer, director, partner, supervisory employee, and owner and keep this information updated.
Franchisees are obligated to have individuals associated with their franchise (such as officers or directors) sign confidentiality and non-competition agreements in a form satisfactory to Browns Chicken. These agreements ensure that these individuals are also bound by the restrictive covenants in the Franchise Agreement. The franchisee's confidentiality obligations survive the termination or expiration of the Franchise Agreement, meaning the franchisee must continue to protect Browns Chicken's Confidential Information even after the franchise relationship ends.
However, the restrictions on disclosure and use of Confidential Information do not apply if the franchisee obtains Browns Chicken's prior written consent or if the franchisee is legally compelled to disclose such information in judicial or administrative proceedings. In the latter case, the franchisee must use its best efforts to obtain a protective order or other assurance of confidential treatment satisfactory to Browns Chicken. Additionally, the restrictions do not apply to information, processes, or techniques that become generally known in the restaurant industry, unless the franchisee disclosed them.