Under what condition are a Casiola franchisee's directors, officers, employees, and agents required to execute and deliver a Confidentiality Agreement to the franchisor?

According to Casiola's 2024 Franchise Disclosure Document, a franchisee's directors, officers, employees, and agents must execute and deliver a Confidentiality Agreement to Casiola when the disclosure of Confidential Information is necessary for the operations of the Franchised Business. This requirement is conditional upon these individuals having previously executed and timely delivered the Confidentiality Agreement, using the form attached as Exhibit 2, to Casiola. This ensures that all individuals with access to sensitive business information are bound by confidentiality obligations.

This requirement protects Casiola's confidential information and trade secrets. It ensures that anyone involved in the Franchised Business who has access to sensitive information is legally obligated to maintain its confidentiality. The Confidentiality Agreement is in the form attached as Exhibit 2, meaning that franchisees must use the specific template provided by Casiola.

For a prospective franchisee, this means they will need to ensure that all relevant personnel (directors, officers, employees, and agents) sign and deliver the Confidentiality Agreement to Casiola if their roles require access to confidential information. This is a condition for operating the franchise. The franchisee bears the responsibility of ensuring compliance with this requirement.

Casiola also provides a sample Confidentiality Agreement as Exhibit 2. However, Casiola recommends that franchisees have this agreement reviewed and approved by an independent local attorney before using it with an employee or contractor. This step ensures that the agreement is legally sound and compliant with local laws, offering an additional layer of protection for both the franchisee and Casiola.