Regarding confidential information related to a Carls franchise, what are the obligations of the applicant and other individuals concerning copying this information?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
- 2. I agree not to make any use of the Confidential Information, not to make any copies of the Confidential Information and not to reveal any of the Confidential Information to any person who has not signed a Confidentiality Agreement with CJR. In the event I want to disclose the Confidential Information to my partners, employees, advisors or other representatives, I will ensure that such partner, employee, advisor or other representative: (A) has a reasonable need to know the Confidential Information in connection with the evaluation of the franchise opportunity; and (B) has been advised of the confidential nature of the Confidential Information and has agreed to maintain the confidential nature.
2. Non-Use and Non-Disclosure of Confidential Information.
A. Applicant and Other Individuals may use the Confidential Information solely for the purposes of evaluating whether or not to pursue a franchise opportunity with CJR and for participating in the Training Programs. Except as expressly authorized by CJR in writing, Applicant and Other Individuals agree to maintain all Confidential Information in strict confidence and not to use, or permit others to use, Confidential Information for any other purpose. Applicant will not disclose any Confidential Information to anyone other than Applicant's employees and/or third parties authorized by CJR to receive Confidential
- 3. If I do not enter into a Development or Franchise Agreement with CJR, or at any time upon request of CJR, I will: (A) return all copies of the OPM to CJR (and/or certify that I have destroyed or deleted all electronic copies of the OPM); (B) immediately cease to use the Confidential Information; and (C) certify in writing that all of my partners, employees, advisors or other representatives to whom I have disclosed the Confidential Information have complied with this Section.
1. Confidential Information. As used in this Agreement, the term "Confidential Information" means any and all information, manuals and materials containing trade secrets; non-public business methods; improvements; data processes; formulae; designs; know-how; maps and trade area analyses; and all confidential technical and non-technical information that is disclosed by or on behalf of CJR or its affiliates to Applicant and/or Other Individuals. "Confidential Information" also includes all other information that Applicant and/or Other Individuals know or have reason to know is the confidential, trade secret, or proprietary information of CJR and/or its affiliates.
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to Carls's 2024 Franchise Disclosure Document, as an applicant evaluating a franchise opportunity, you agree not to make any copies of the Confidential Information. Confidential Information includes all information, manuals, and materials containing trade secrets, non-public business methods, improvements, data processes, formulae, designs, know-how, maps and trade area analyses, and all confidential technical and non-technical information disclosed by or on behalf of CJR or its affiliates. This extends to information that the applicant and other individuals know or have reason to know is confidential, a trade secret, or proprietary information of Carls and its affiliates.
Carls is not willing to disclose confidential information unless the applicant and other individuals agree to keep the information confidential. The applicant and other individuals may use the Confidential Information solely for the purposes of evaluating whether or not to pursue a franchise opportunity with CJR and for participating in the Training Programs. Except as expressly authorized by Carls in writing, the applicant and other individuals agree to maintain all Confidential Information in strict confidence and not to use, or permit others to use, Confidential Information for any other purpose.
The applicant will not disclose any Confidential Information to anyone other than the applicant's employees and/or third parties authorized by Carls to receive Confidential Information, each of whom has a reasonable need to know the Confidential Information in connection with the evaluation. These individuals must be authorized by CJR to receive Confidential Information and have a reasonable need to know the information for evaluating the franchise opportunity.
If a prospective Carls franchisee does not enter into a Development or Franchise Agreement with CJR, or at any time upon request of CJR, the applicant will return all copies of the OPM to CJR (and/or certify that they have destroyed or deleted all electronic copies of the OPM), immediately cease to use the Confidential Information, and certify in writing that all of the applicant's partners, employees, advisors or other representatives to whom the applicant has disclosed the Confidential Information have complied with this Section.