What are the circumstances under which a Casiola franchisee must immediately and permanently stop using Confidential Information?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
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.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, a franchisee must immediately stop using Confidential Information upon the expiration, termination, or transfer of the Franchise Agreement. This obligation extends both during the term of the agreement and after its conclusion.
This requirement ensures that Casiola's proprietary information remains protected and isn't used to benefit competitors or for unauthorized purposes. The franchisee also agrees to maintain the confidentiality of the Confidential Information at all times, avoid making unauthorized copies of documents containing such information, and take reasonable steps to prevent its unauthorized use or disclosure.
This obligation extends not only to the franchisee but also to their Owners, directors, officers, employees, and agents, provided that these individuals had access to the Confidential Information and have signed a confidentiality agreement. This ensures a comprehensive approach to protecting Casiola's trade secrets and proprietary information.
In practical terms, this means that when a franchise agreement ends, whether through expiration, termination, or transfer, the franchisee and related parties must cease all use of Casiola's Confidential Information. This includes refraining from using it in any other business or capacity and taking active measures to prevent its disclosure or misuse.