What must a Casiola franchisee do if they learn of any unauthorized use of the Manuals?
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;
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 34)
What This Means (2024 FDD)
According to the 2024 Casiola Franchise Disclosure Document, franchisees have an ongoing responsibility to protect Casiola's confidential information and know-how, which includes the Operations Manual. During the term of the agreement and after, franchisees must maintain the confidentiality of the Know-How at all times and shall not make unauthorized copies of documents containing any Know-How.
Specifically, the franchisee must take all reasonable steps that Casiola requires from time to time to prevent unauthorized use or disclosure of the Know-How. This means that if a franchisee becomes aware of any unauthorized access, copying, or use of the Operations Manual, they are obligated to take action to stop it. This could include notifying Casiola, taking steps to secure the documents, and cooperating with any investigation.
These obligations extend not only to the franchisee but also to their owners, directors, officers, employees, and agents. Owners must sign a Franchise Owner Agreement and Guaranty, and anyone who needs access to the Know-How must sign a Confidentiality Agreement. This ensures that everyone involved in the Casiola business is aware of and bound by these confidentiality requirements.