According to the Casiola Franchise Agreement, what is the franchisee's responsibility regarding the Confidentiality Agreement?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee agrees that competition by Franchisee, Owners and/or their immediate family members will jeopardize the System and cause irreparable harm to Franchisor and franchisees of Casiola Businesses. Accordingly, Franchisee and Franchisee's Owners agree to comply with the restrictive covenants set forth in this Agreement, including this Article 6.
6.B. RESTRICTIVE COVENANTS: KNOW-HOW
Franchisee agrees that, at all times, both during the Term of this Agreement and, after its expiration or termination, Franchisee: (a) shall not use the Know-How in any business or capacity other than the operation of the Franchised Business pursuant to this Agreement and as instructed by Franchisor; (b) shall maintain the confidentiality of the Know-How at all times; (c) shall not make unauthorized copies of documents containing any Know-How; (d) shall take all reasonable steps that Franchisor requires from time to time to prevent unauthorized use or disclosure of the Know-How; and (e) shall stop using the Know-How immediately upon the expiration, termination or Transfer of this Agreement. Franchisee agrees that the foregoing covenants shall also apply to: (a) Franchisee's Owners and that Franchisee's Owners shall each execute and deliver to Franchisor the Franchise Owner Agreement and Guaranty in the form attached
to this Agreement as Exhibit 1; and (b) Franchisee's directors, officers, employees and agents where disclosure of the Know-How was necessary for the operations of the Franchised Business and where such director, officer, employee and/or agent previously executed and timely delivered to Franchisor the Confidentiality Agreement in the form attached as Exhibit 2.
6.C. RESTRICTIVE COVENANTS: CONFIDENTIAL INFORMATION
Franchisee agrees that, at all times, both during the Term of this Agreement and after its expiration or termination, Franchisee: (a) shall not use the Confidential Information in any business or capacity other than the Casiola Business operated by Franchisee; (b) shall maintain the confidentiality of the Confidential Information at all times; (c) shall not make unauthorized copies of documents containing any Confidential Information; (d) shall take such reasonable steps as Franchisor may ask of Franchisee from time to time to prevent unauthorized use or disclosure of the Confidential Information; and (e) shall stop using the Confidential Information immediately upon the expiration, termination or Transfer of this Agreement. Franchisee agrees that the foregoing covenants and obligations shall also apply to: (a) Franchisee's Owners and that Franchisee's Owners shall each execute and deliver to Franchisor the Franchise Owner Agreement and Guaranty in the form attached to this Agreement as Exhibit 1; and (b) Franchisee's directors, officers, employees and agents where disclosure of the Confidential Information was necessary for the operations of the Franchised Business and where such director, officer, employee and/or agent previously executed and timely delivered to Franchisor the Confidentiality Agreement in the form attached as Exhibit 2.
**6.D.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to the 2024 Casiola Franchise Disclosure Document, franchisees have several responsibilities regarding confidential information, both during and after the term of the Franchise Agreement. Casiola franchisees must maintain the confidentiality of the Know-How and Confidential Information at all times, and they are prohibited from using it in any business or capacity other than the Casiola Business they operate. Franchisees must also avoid making unauthorized copies of documents containing Know-How or Confidential Information.
Casiola franchisees are required to take reasonable steps, as directed by Casiola, to prevent unauthorized use or disclosure of the Know-How and Confidential Information. Upon expiration, termination, or transfer of the Franchise Agreement, franchisees must immediately cease using the Know-How and Confidential Information. These obligations extend not only to the franchisee but also to the franchisee's owners, who must execute and deliver a Franchise Owner Agreement and Guaranty.
Furthermore, these confidentiality obligations apply to the franchisee's directors, officers, employees, and agents if disclosing Know-How or Confidential Information is necessary for the franchised business's operations. In such cases, these individuals must have previously executed and delivered the Confidentiality Agreement to Casiola. If a franchisee plans to transfer the franchise, the transferee's employees, directors, officers, independent contractors, and agents who will have access to Confidential Information must also execute the Confidentiality Agreement.