What standard of care must a Casiola franchisee use to maintain the confidentiality of the Manuals?

According to Casiola's 2024 Franchise Disclosure Document, franchisees must keep and maintain the confidentiality of the Operations Manual. They must also keep and maintain all files, data, and information contained in the Operations Manual in a secure location and/or in a protected confidential state, and as otherwise directed by Casiola. This obligation extends both during the term of the Franchise Agreement and after its expiration or termination.

Casiola also requires franchisees to take reasonable steps to prevent unauthorized use or disclosure of confidential information, including the Operations Manual. This includes not making unauthorized copies of documents containing confidential information. These obligations extend not only to the franchisee but also to their owners, directors, officers, employees, and agents, particularly where disclosure of the Know-How was necessary for the operations of the Franchised Business.

Upon termination of the franchise agreement, the franchisee must return the Operations Manual (including all parts, supplements, and copies) to Casiola. They must also cease using the Operations Manual, Confidential Information, and all other standards and specifications of Casiola. This ensures that the confidential information remains protected and is not used to compete with the Casiola system after the franchise relationship ends.

In practical terms, a Casiola franchisee must implement robust security measures to protect the Operations Manual and related confidential information. This may include physical security measures to protect hard copies of the manual, as well as digital security measures to protect electronic versions. Franchisees should also train their employees on the importance of maintaining confidentiality and implement policies to prevent unauthorized access or disclosure.