Is a Burros Fries franchisee obligated to keep the software confidential during and after the term of the Franchise Agreement?
Burros_Fries Franchise · 2024 FDDAnswer from 2024 FDD Document
All information related to the Business that Franchisee stores in any computer, tablet or POS system shall become our confidential and proprietary information, and subject to all of the terms and conditions of this Agreement regarding our Confidential Information.
- e.
Franchisee and Franchisee's employees will not make available the Software, or portions thereof, to any person other than Franchisee's or our employees without our prior written consent.
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 obligated to maintain the confidentiality of the software used in their business operations both during and after the term of the Franchise Agreement. This obligation extends to preventing unauthorized access or use of the software, and franchisees must implement security precautions to maintain its secrecy. This includes not allowing the software to be available to anyone other than the franchisee's or Burros Fries' employees without prior written consent.
Specifically, franchisees are prohibited from copying the software (except as necessary for business use), translating, reverse engineering, disassembling, modifying, or creating derivative works from it. They also cannot sublicense, rent, lease, sell, assign, or transfer the software or any rights to it. Failure to comply with these guidelines may result in the termination of the Franchise Agreement.
Burros Fries considers the software a valuable, proprietary product that represents a significant investment in time, money, and effort. Franchisees acknowledge that the software contains substantial trade secrets entrusted to them for authorized use only under the Franchise Agreement. Franchisees must also ensure that their employees who have access to the software protect it against improper use, dissemination, or disclosure.
This stringent confidentiality requirement is typical in franchising, as franchisors need to protect their intellectual property and maintain a competitive advantage. Prospective Burros Fries franchisees should understand that this obligation extends beyond the term of the agreement, underscoring the importance of safeguarding the software and related data.