Is a Confidentiality Agreement included in the Corcoran FDD?
Corcoran Franchise · 2025 FDDAnswer from 2025 FDD Document
I have received a disclosure document with a date of issuance of March 28, 2025 that included the following Exhibits:
E. Confidentiality Agreement;
C. Real Estate Franchise Agreement, including Guaranty of Payment and Performance, Security Agreement and State Addenda to the Franchise Agreement;
"Confidential Information" means information owned or licensed by us and involving the operation of the Business, including without limitation, the P&P Manual, electronic communications identification
numbers, procedures related to our proprietary communications and referral systems, and other methods and information. Confidential Information does not include information that (a) is or becomes generally available to the public; (b) was within the recipient's possession prior to it being furnished; (c) is or becomes available to the recipient from a source that is not, to its knowledge, prohibited from disclosing such information to it by a legal, contractual, or fiduciary obligation of confidentiality; or (d) is independently developed by the recipient.
You may view the P&P Manual before you sign a Corcoran® Franchise Agreement if you sign the Confidentiality Agreement attached to this disclosure document as Exhibit E.
WHEREAS, Franchisor will permit inspection of its P&P Manual prior to the execution of a Franchise Agreement only on the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of being given access to the P&P Manual, Prospective Franchisee hereby agrees as follows:
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- All information contained in the P&P Manual (the "Confidential Information") shall be used by Prospective Franchisee solely for the purpose of evaluating whether or not to enter into a Franchise Agreement with Franchisor, and for no other purpose.
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- Prospective Franchisee shall not disclose the Confidential Information to any person or entity, other than Permitted Parties, as defined in Paragraph 6 below. Prospective Franchisee shall cause its officers, directors and employees who receive any part of the Confidential Information to maintain its confidentiality. Prospective Franchisee agrees that it shall be responsible and liable for any breach of this provision by its officers, directors and employees.
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- Confidential Information does not include any item of information, which is either; (a) independently developed by Prospective Franchisee without any breach of this Agreement and which can be shown by documentary evidence; (b) known to the public prior to Prospective Franchisee's receipt of such information from Franchisor; (c) after such receipt, becomes available to the public generally other than by contravention of this Agreement, any Permitted Party's Confidential Agreement, or any other duty to or agreement with Franchisor; or (d) is obtained by Prospective Franchisee from a source with the independent right to disclose such information.
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- Upon completion of the evaluation process, Prospective Franchisee shall return to Franchisor all copies of the P&P Manual and all other tangible embodiments containing any Confidential Information, including any notes or analyses regarding Confidential Information made by Prospective Franchisee or any Permitted Party.
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- A breach of any provision of this Agreement will cause Franchisor irreparable injury. Franchisor will be entitled to injunctive relief, without bond, to enjoin any actual or threatened conduct in violation of this Agreement. If Franchisor is successful in obtaining enforcement of this Agreement, Franchisor shall also be entitled to recover from Prospective Franchisee any and all attorney's fees, court or arbitration costs and other expenses incurred by Franchisor in connection with such enforcement.
Source: Item 22 — CONTRACTS (FDD page 75)
What This Means (2025 FDD)
According to Corcoran's 2025 Franchise Disclosure Document, a Confidentiality Agreement is included as Exhibit E. This agreement restricts the use and disclosure of information contained in Corcoran's Policy and Procedures Manual (P&P Manual). Prospective franchisees are required to sign this agreement to gain access to the P&P Manual before signing the Franchise Agreement.
The Confidentiality Agreement specifies that the information within the P&P Manual is to be used solely for evaluating the franchise opportunity and not for any other purpose. It prohibits disclosure of this information to anyone except Permitted Parties, and the prospective franchisee is responsible for ensuring their officers, directors, and employees maintain confidentiality. The agreement also outlines exceptions for information that is independently developed, publicly known, or obtained from a source with the right to disclose it.
Upon completing the evaluation process, the prospective franchisee must return all copies of the P&P Manual and any notes or analyses containing confidential information to Corcoran. A breach of the agreement can result in irreparable injury to Corcoran, entitling them to injunctive relief and recovery of attorney's fees and costs associated with enforcing the agreement. This is a fairly standard practice in franchising, as franchisors need to protect their proprietary information and operational methods.
In addition to the specific Confidentiality Agreement related to the P&P Manual, the Real Estate Franchise Agreement itself contains a glossary of terms that defines "Confidential Information" broadly. This definition includes information owned or licensed by Corcoran related to the operation of the business, such as the P&P Manual, electronic communication identification numbers, and procedures related to proprietary systems. This broader definition reinforces the importance of maintaining the confidentiality of Corcoran's business practices and proprietary information throughout the franchise relationship.