Is a Burros Fries franchisee allowed to reverse engineer the franchisor's software?
Burros_Fries Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee agrees that Franchisee will not: (i) copy the
Software except as necessary for use in the Business; (ii) translate, reverse engineer, reverse compile, disassemble, modify, alter, or change, or create derivative works based on the Software; or (iii) sublicense, rent, lease, sell, convey, assign, or otherwise transfer the Software or any portion thereof, or any rights therein, to any person or entity. Failure to adhere to these guidelines or allowing unauthorized usage of the Software may result in termination of this Agreement as specified in Section 23.C of this Agreement;
- f.
Franchisee acknowledges and agrees that the Software, if developed, will be our valuable, proprietary product, the design and development of which took the investment of considerable time, money and effort of skilled computer programmers.
Franchisee will keep the Software and any data generated by the use of the Software confidential during and after the term of this Agreement and will maintain security precautions to maintain the secrecy of the Software and to prevent unauthorized access or use of the Software.
Franchisee agrees that it will treat the Software as confidential and that the Software will contain substantial trade secrets of oursthat we have entrusted to Franchisee in confidence to use only as we authorize under this Agreement.
We hereby claim and reserve all rights and benefits afforded under copyright law, patent law, trade secret law, intellectual property law and other laws relating to confidential and proprietary material.
Franchisee agrees not to improperly use, disseminate, or disclose the Software, and to ensure that Franchisee's employees who gain access to the Software will protect the Software against improper use, dissemination or disclosure;
- g.
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2024 FDD)
According to the 2024 Burros Fries Franchise Disclosure Document, franchisees are explicitly prohibited from reverse engineering the franchisor's software. The agreement states that franchisees will not translate, reverse engineer, reverse compile, disassemble, modify, alter, or change the software, nor create derivative works based on it. This restriction is in place to protect Burros Fries's investment in its proprietary software.
This restriction is further reinforced by the acknowledgement that the software is a valuable, proprietary product developed through considerable investment. Franchisees must keep the software and any data generated by it confidential, both during and after the term of the agreement. They are also required to maintain security precautions to prevent unauthorized access or use. This obligation extends to ensuring that their employees who have access to the software also protect it against improper use, dissemination, or disclosure.
Violation of these software usage guidelines can lead to termination of the Franchise Agreement, as specified in Section 23.C. This underscores the importance Burros Fries places on protecting its intellectual property and maintaining control over its software. This type of clause is standard in franchise agreements to protect the brand's competitive advantage and trade secrets.