Is Chicken Guy required by any agreement to protect or defend copyrights or confidential information?
Chicken_Guy Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
A. Best Efforts. During the term of this Agreement, Franchisee and the Operating Principal shall devote their best efforts to the development, management and operation of the Franchised Restaurant.
B. Confidentiality
- (1) Franchisee acknowledges and agrees that: (a) Chicken Guy owns all right, title and interest in and to the System; (b) the System consists of trade secrets and confidential and proprietary information and know-how that gives Chicken Guy and its affiliates a competitive advantage; (c) Chicken Guy and its affiliates have taken all measures necessary to protect the trade secrets and the confidentiality of the proprietary information and know-how comprising the System; (d) all material or other information now or hereafter provided or disclosed to Franchisee regarding the System is disclosed in confidence; (e) Franchisee has no right to disclose any part of the System to anyone who is not an employee of Franchisee; (f) Franchisee will disclose to its employees only those parts of the System that an employee needs to know; (g) Franchisee will have a system in place to ensure its employees keep confidential Chicken Guy's trade secrets and confidential and proprietary information, and, if requested by Chicken Guy, Franchisee shall obtain from those of its employees designated by Chicken Guy an executed Confidential Disclosure Agreement in the form prescribed by Chicken Guy; (h) Franchisee will not acquire any interest in the System; and (i) Franchisee's use or duplication of the System or any part of the System in any other business would constitute an unfair method of competition, for which Chicken Guy would be entitled to all legal and equitable remedies, including injunctive relief, without posting a bond.
- (2) Franchisee shall not, during the term of this Agreement or at any time thereafter, communicate or disclose any trade secrets or confidential or proprietary information or know-how of the System to any unauthorized person, or do or perform, directly or indirectly, any other acts injurious or prejudicial to any of the Proprietary Marks or the System. Any and all information, knowledge, know-how and techniques, including all drawings, materials, equipment, specifications, recipes, techniques and other data that Chicken Guy or its affiliates designate as confidential, shall be deemed confidential for purposes of this Agreement.
[Item 23: RECEIPTS]
2. Covenants of Potential Franchisee.
As a consequence of Potential Franchisee's acquisition or anticipated acquisition of Confidential Information, Potential Franchisee will occupy a position of trust and confidence with respect to Chicken Guy's affairs and business. In view of the foregoing, Potential Franchisee agrees that it is reasonable and necessary that Potential Franchisee agree, while this Agreement is in effect, to the following:
- **A.
No Disclosure.** Potential Franchisee shall use the Confidential Information solely for purposes of evaluating whether or not Potential Franchisee will purchase a Franchise.
Potential Franchisee shall not disclose the Confidential Information to any person or entity other than Potential Franchisee's attorney, accountant or other representatives as necessary to evaluate the opportunity provided by Chicken Guy and agree to protect the Confidential Information against unauthorized disclosure using the same degree of care, but no less than a reasonable degree of care, as Potential Franchisee uses to protect Potential Franchisee's confidential information.
Potential Franchisee represents that it has its own procedures in place to assure that its representatives are aware of their obligations to retain in confidence any Confidential Information they receive.
Without in any way limiting the generality of Potential Franchisee's obligations under this Agreement, Potential Franchisee acknowledges and agrees that in no event will Potential Franchisee disclose any of the Confidential Information to any of Chicken Guy's competitors.
- **B.
No Use, Copying or Transfer.** Potential Franchisee shall not use, copy or transfer Confidential Information in any way and shall protect the Confidential Information against unauthorized use, copying or transfer using the same degree of care, but no less than a reasonable degree of care, as Potential Franchisee uses to protect Potential Franchisee's confidential information.
Potential Franchisee further agrees not to remove, overprint, or deface any notice of copyright, trademark, logo, or other notices of ownership from any Confidential Information.
- **C.
Applicability.** These covenants shall apply to all Confidential Information disclosed to Potential Franchisee by Chicken Guy prior to the date of this Agreement.
- **D.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 38–39)
What This Means (2025 FDD)
According to Chicken Guy's 2025 Franchise Disclosure Document, franchisees have several obligations regarding the protection of Chicken Guy's confidential information and intellectual property. Franchisees acknowledge that Chicken Guy owns all rights to the System, which includes trade secrets and confidential information that gives Chicken Guy a competitive advantage. Franchisees must take measures to protect these trade secrets and ensure their employees also maintain confidentiality. They are also prohibited from disclosing any part of the System to unauthorized individuals and must have a system in place to enforce confidentiality among their employees. If requested by Chicken Guy, franchisees must obtain signed Confidential Disclosure Agreements from designated employees.
Franchisees are restricted from communicating or disclosing any trade secrets or confidential information related to the System to unauthorized individuals during the term of the Franchise Agreement and at any time thereafter. They are also prohibited from performing any actions that could be harmful to Chicken Guy's Proprietary Marks or the System. Any information designated as confidential by Chicken Guy, including drawings, materials, equipment, specifications, recipes, techniques, and other data, is deemed confidential under the agreement.
Potential franchisees also have obligations to protect Chicken Guy's confidential information. They must use the confidential information solely to evaluate the franchise opportunity and not disclose it to anyone except their attorneys, accountants, or other representatives necessary for the evaluation. Potential franchisees must protect the confidential information against unauthorized disclosure, use, copying, or transfer, using at least a reasonable degree of care. They are also prohibited from removing any copyright, trademark, logo, or other ownership notices from any confidential information. If a potential franchisee decides not to purchase a franchise, they must immediately cease using the confidential information and return or destroy it and all copies, certifying their compliance in writing if requested by Chicken Guy.