Can a Burros Fries franchisee sublicense or transfer confidential information or software related to the Burros Fries business?
Burros_Fries Franchise · 2024 FDDAnswer from 2024 FDD Document
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;
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 sublicensing, renting, leasing, selling, conveying, assigning, or otherwise transferring the Burros Fries software or any portion of it to any person or entity. The FDD emphasizes that unauthorized usage of the software may result in the termination of the Franchise Agreement. This restriction is in place to protect Burros Fries's valuable, proprietary product, which represents a significant investment in time, money, and effort.
Burros Fries franchisees must treat the software as confidential and maintain security precautions to prevent unauthorized access or use. This includes preventing employees from improperly using, disseminating, or disclosing the software. The franchisor claims and reserves 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.
In addition to the software, franchisees are also prohibited from disclosing or using any confidential and proprietary information disclosed to them. This information includes strategies for site acquisition, build-out, design and décor specifications; distinctive Products, Services, proprietary recipes, sauces and home-made ice cream; specific food preparation techniques, methods, procedures including standards; specifications and purchasing strategies for all products, supplies and kitchen equipment; inventory management systems, vendors and supplier relationships, cost and pricing strategies, retail center setup, merchandising strategies, procedures for cleanliness, safety, sanitation and quality control; software, service methods and techniques, operational procedures, service standards, employee hiring, training and retention programs; menus, photographs of food, sales, advertising, marketing and promotional materials; forms, contracts, record keeping, reporting procedures and accounting methods, proprietary information conceived, originated, discovered, or developed by Franchisee or by any employee of Franchisee which is not generally known in the trade or industry about our Products or Services, including information relating to discoveries, ideas, production, purchasing, accounting, engineering, website development and design, marketing, merchandising or selling of Products and Services. Franchisees must take all necessary steps to protect this confidential information and not release it to anyone without prior written consent from Burros Fries.