What steps must a Casiola franchisee take to maintain 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;
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to the 2024 Casiola Franchise Disclosure Document, franchisees have specific obligations regarding the confidentiality of the Know-How, both during the term of the agreement and after its expiration or termination. These obligations include not using the Know-How in any business other than the franchised Casiola business, maintaining its confidentiality at all times, and refraining from making unauthorized copies of documents containing the Know-How.
Additionally, franchisees must take all reasonable steps required by Casiola to prevent unauthorized use or disclosure of the Know-How. They must also cease using the Know-How immediately upon the expiration, termination, or transfer of the franchise agreement. These covenants apply 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.
Furthermore, 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. These measures are designed to protect Casiola's proprietary information and maintain a competitive advantage within the market.