Does the Chop5 Salad Kitchen Confidentiality Agreement impose any financial thresholds related to the disclosure of confidential information?
Chop5_Salad_Kitchen Franchise · 2024 FDDAnswer from 2024 FDD Document
ATTACHMENT "G"
TO FRANCHISE AGREEMENT
CONFIDENTIALITY AGREEMENT
[See Attached]
CONFIDENTIALITY AGREEMENT
This Agreement (this "Agreement") is entered into by the undersigned ("you") in favor of CHOP5 Franchise LLC, a Kentucky limited liability company, and its successors and assigns ("us"), upon the terms and conditions set forth below.
- **1.
Definitions.** For purposes of this Agreement the following terms have the meanings given to them below:
"Business Data" means all data pertaining to Franchisee's Restaurant, customers and business operations, whether collected by you, Franchisee, us or any other person.
"Confidential Information" means and includes: (a) the Know-How; (b) the Business Data; (c) the terms of the Franchise Agreement and all related agreements signed by Franchisee in connection with the Restaurant, and all attachments thereto and amendments thereof; (d) the components of the System; (e) all information within or comprising the Manual; and (f) all other concepts, ideas, trade secrets, financial information, marketing strategies, expansion strategies, studies, supplier information, customer information, franchisee information, investor information, flow charts, inventions, mask works, improvements, discoveries, standards, specifications, formulae, recipes, designs, sketches, drawings, policies, processes, procedures, methodologies and techniques, together with analyses, compilations, studies or other documents that: (i) are designated as confidential; (ii) are known by you to be considered confidential by us; and/or (iii) are by their nature inherently or reasonably to be considered confidential.
Source: Item 23 — RECEIPT (FDD pages 50–178)
What This Means (2024 FDD)
According to Chop5 Salad Kitchen's 2024 Franchise Disclosure Document, the Confidentiality Agreement does not specify any financial thresholds related to the disclosure of confidential information. Instead, the agreement focuses on defining what constitutes "Confidential Information" and the obligations of individuals (such as owners, officers, directors, employees, or independent contractors of the franchisee) to protect this information. The agreement aims to prevent unfair competition and misuse of Chop5 Salad Kitchen's intellectual property.
The Confidentiality Agreement outlines various categories of information considered confidential, including know-how, business data, terms of the Franchise Agreement, components of the System, information within the Manual, and other concepts, ideas, trade secrets, financial information, and strategies. It also specifies that confidential information does not include information that is publicly available, rightfully possessed before disclosure, independently developed, or rightfully obtained from a third party without breach of confidentiality.
The document emphasizes the importance of protecting Chop5 Salad Kitchen's Intellectual Property and requires individuals to refrain from using Intellectual Property or Confidential Information outside the scope of operating the franchise, maintain confidentiality, avoid unauthorized copies, take steps to prevent unauthorized use or disclosure, and cease using such information upon termination of their relationship with the franchisee. The agreement also includes provisions for assigning rights to any improvements developed to Chop5 Salad Kitchen.