What procedures must the Browns Chicken franchisee implement to prevent unauthorized use or disclosure of Confidential Information?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, franchisees must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of confidential information. These procedures are prescribed by Browns Chicken and include restrictions on disclosing confidential information to employees. Franchisees must also use 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. This information must be updated whenever necessary. The notification should include a copy of a confidentiality and non-competition agreement, in a form satisfactory to Browns Chicken, executed by the individual when they become associated with the franchisee. This agreement ensures that the individual consents to be bound by the restrictive covenants 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 is still responsible for maintaining the secrecy and confidentiality of the information and preventing its unauthorized use or disclosure. Browns Chicken defines confidential information as recipes, methods, procedures, techniques for preparing food products, marketing programs, and methods of training managers and other personnel.