What is the Casiola franchisee's obligation regarding the confidentiality of the Know-How?
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.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, franchisees have specific obligations regarding the confidentiality of the Know-How, both during the term of the Franchise Agreement and after its expiration or termination. The franchisee must not use the Know-How in any business other than the Casiola Business as instructed by the franchisor. They are required to maintain the confidentiality of the Know-How at all times and prevent unauthorized use or disclosure.
Specifically, the franchisee is prohibited from making unauthorized copies of documents containing any Know-How. They must also take all reasonable steps that Casiola requires to prevent unauthorized use or disclosure of the Know-How. Upon expiration, termination, or transfer of the Franchise Agreement, the franchisee must immediately stop using the Know-How.
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 to Casiola. Additionally, any directors, officers, employees, and agents of the franchisee who require access to the Know-How for the operation of the franchised business must first execute and deliver a Confidentiality Agreement to Casiola. Casiola also defines Know-How as all of Franchisor's trade secrets and proprietary information relating to the development, establishment, marketing, promotion and/or operation of a Casiola Business including, but not limited to, methods, techniques, specifications, procedures, policies, marketing strategies and information reflected in, comprising or constituting a part of the System. Without limitation to the foregoing, Know-How shall further include information contained in the Operations Manual and the Confidential Information.