What is considered 'Confidential Information' for a Cilantro Taco Grill franchise?
Cilantro_Taco_Grill Franchise · 2024 FDDAnswer from 2024 FDD Document
Multi-Unit Operator acknowledges and accepts that during the term of this Agreement, Multi-Unit Operator will have access to Franchisor's trade secrets, including, but not limited to, recipes, methods, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, financial information, costs, product prices and names, software tools and applications, website and/or email design, products, services, equipment, technologies and procedures relating to the operation of the Franchised Business; the Manual; methods of advertising and promotion; instructional materials; any other information which Franchisor may or may not specifically designate as "confidential" or "proprietary"; and the components of the System, whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights (collectively referred to herein as the "Confidential Information").
Multi-Unit Operator shall not, during the term of this Agreement and thereafter, communicate or divulge to, or use for the benefit of, any other person or entity, and, following the expiration or termination of this Agreement, shall not use for Multi-Unit Operator's own benefit, any Confidential Information that may be communicated to Multi-Unit Operator or of which Multi-Unit Operator may be apprised in connection with the development of Cilantro Taco Grill outlets under the terms of this Agreement.
Multi-Unit Operator shall not at any time copy, duplicate, record or otherwise reproduce any Confidential Information, in whole or in part, or otherwise make the same available to any person, without Franchisor's prior written consent.
The covenant in this Section 8.1 shall survive the expiration, termination or transfer of this Agreement or any interest herein and shall be perpetually binding upon Multi-Unit Operator.
- 8.2 Protection of Information.
Multi-Unit Operator shall take all steps necessary, at Multi-Unit Operator's own expense, to protect the Confidential Information and shall immediately notify Franchisor if Multi-Unit Operator finds that any Confidential Information has been divulged in violation of this Agreement.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 36–37)
What This Means (2024 FDD)
According to the 2024 Cilantro Taco Grill Franchise Disclosure Document, Confidential Information includes trade secrets such as recipes, methods, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, financial information, costs, product prices and names, software tools and applications, website and/or email design, products, services, equipment, technologies and procedures relating to the operation of the Franchised Business; the Manual; methods of advertising and promotion; instructional materials; any other information which Franchisor may or may not specifically designate as "confidential" or "proprietary"; and the components of the System, whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights.
This means that as a franchisee, you will have access to sensitive business information that is crucial to the operation and success of a Cilantro Taco Grill restaurant. This information is not publicly available and provides Cilantro Taco Grill with a competitive advantage. Franchisees are obligated to protect this information and ensure it is not disclosed to unauthorized parties during and after the franchise agreement term.
The FDD emphasizes that franchisees must take necessary steps to protect Confidential Information at their own expense and to notify Cilantro Taco Grill if any Confidential Information is divulged in violation of the agreement. This highlights the importance Cilantro Taco Grill places on safeguarding its proprietary information and the potential legal and financial consequences for franchisees who fail to do so.
For a prospective franchisee, this underscores the need to have robust security measures in place to protect Confidential Information, including training employees on confidentiality obligations and restricting access to sensitive data. It is also important to understand the scope of the non-disclosure and non-competition covenants, which extend beyond the term of the franchise agreement.