During the Development Term or at any time thereafter, is a Carl's Jr. Developer allowed to communicate or disclose any trade secrets or confidential or proprietary information or know-how of the Carl's Jr. System to any unauthorized person?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
Developer shall not, during the Development Term or at any time thereafter, communicate or disclose any trade secrets or confidential or proprietary information or know-how of the Carl's Jr. System to any unauthorized person, or do or perform, directly or indirectly, any other acts injurious or prejudicial to any of the Proprietary Marks or the Carl's Jr. System. Any and all information, knowledge, know-how and techniques, including all drawings, materials, equipment, specifications, recipes, techniques and other data that CJR or its affiliates designate as confidential shall be deemed confidential for purposes of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to the 2024 Carls Jr. Franchise Disclosure Document, a developer is prohibited from communicating or disclosing any trade secrets, confidential, or proprietary information related to the Carl's Jr. system to any unauthorized person during the Development Term and thereafter. This restriction is in place to protect the competitive advantage that the Carl's Jr. system provides to Carls and its affiliates.
The FDD specifies that any information, knowledge, know-how, and techniques, including drawings, materials, equipment, specifications, recipes, and other data designated as confidential by Carls or its affiliates, are deemed confidential. This broad definition underscores the importance Carls places on maintaining the secrecy of its operational methods and proprietary information.
Carls also requires developers to implement systems ensuring their employees maintain the confidentiality of Carls' trade secrets and proprietary information. If requested by Carls, developers must obtain executed Confidential Disclosure Agreements from designated employees. This highlights the developer's responsibility in safeguarding confidential information not only within their own operations but also among their staff. Furthermore, developers must notify Carls and provide all information regarding any new concepts, processes, or improvements related to the Carl's Jr. system, which then become the property of Carls and its affiliates, potentially incorporated into the system without payment to the developer.