What is the Carbones Pizzeria franchisee's responsibility regarding the security of the secret recipes?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
a. Franchisor owns or controls secret recipes for the various items which give Carbone's pizzas their uniquely appealing quality, appearance and taste (collectively, the "Secret Recipes"). Franchisor may, under certain circumstances and in Franchisor's sole discretion, agree to provide Franchisee with the Secret Recipes. Franchisee further acknowledges and agrees that the Secret Recipes constitute "trade secrets" within the meaning of the Uniform Trade Secrets Act, as adopted by the State of Minnesota (Minn. Stat. Ch. 325C) and within the meaning of any trade secrets act of any state reasonably similar in scope and application to the Uniform Trade Secrets Act. Franchisee will not reveal the Secret Recipes to anyone other than the employees of Franchisee who need to know to perform their job functions, and then only as is necessary for the proper operation of the Restaurant. Franchisee agrees that no copies of the Secret Recipes shall be made except for the absolute minimum number necessary for the efficient operation of the Restaurant and that when not in use all copies of the Secret Recipes will be locked in a secure container to which only Restaurant managers or owners of Franchisee have access. Prior to revealing any part of the Secret Recipes to any employee or owner Franchisee will obtain from that employee or owner a signed agreement, in form
- acceptable to Franchisor, whereby that employee or owner shall agree to maintain the secrecy of the Secret Recipes.
- b. Franchisee shall not attempt to change the Secret Recipes in any fashion, and Franchisee agrees to keep all Confidential Information disclosed by Franchisor to Franchisee hereunder secret and shall not divulge, discuss or reveal information to any person except as is necessary to disclose such information to employees in the course of their employment.
- c. Franchisee acknowledges and agrees that any breach of this Section 10 will damage Franchisor in a manner which will not be readily susceptible to calculation; accordingly, Franchisee agrees that the unauthorized disclosure of the Secret Recipes will cause Franchisor irreparable harm and that accordingly injunctive relief (directed against Franchisee and any of Franchisee's owners, officers, directors, shareholders, partners, joint venturers, affiliates, agents, employees, or former agents or employees) may be sought by Franchisor to prevent such irreparable damages.
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to the 2025 Carbones Pizzeria FDD, franchisees play a critical role in safeguarding the brand's secret recipes. Carbones Pizzeria may provide franchisees with these recipes, which are considered trade secrets under the Uniform Trade Secrets Act. Franchisees are responsible for maintaining the confidentiality of these recipes.
The franchisee can only reveal the secret recipes to employees who need to know them for their job functions, and only to the extent necessary for restaurant operations. The franchisee must limit the number of copies made and ensure all copies are locked in a secure container accessible only to restaurant managers or owners when not in use. Before sharing any part of the secret recipes, the franchisee must obtain a signed agreement from each employee or owner, in a form acceptable to Carbones Pizzeria, that commits them to maintaining the secrecy of the recipes.
Franchisees are prohibited from altering the secret recipes and must keep all confidential information secret, disclosing it only to employees as necessary for their work. Any breach of these security measures can cause irreparable harm to Carbones Pizzeria, potentially leading to injunctive relief against the franchisee and related parties to prevent unauthorized disclosure. This highlights the importance Carbones Pizzeria places on protecting its proprietary information and the serious consequences for franchisees who fail to do so.