In the Crepe De Licious franchise agreement, does the agreement establish an employer/employee relationship between the franchisee's staff and Crepe Delicious Holding USA, Inc.?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
2. Background. You are an employee, independent contractor, agent, representative, or supplier of Franchisee. Because of this relationship, you may gain knowledge of our Intellectual Property. You understand that protecting the Intellectual Property is vital to our success and that of our franchisees, and that you could seriously jeopardize our entire Franchise System if you were to use such Intellectual Property in any way other than as described in this Agreement. In order to avoid such damage, you agree to comply with this Agreement.
3. Know-How and Intellectual Property: Nondisclosure and Ownership. You agree: (i) you will not use the Intellectual Property in any business or capacity other than for the benefit of the Crepe de licious Business operated by Franchisee or in any way detrimental to us or to the Franchisee; (ii) you will maintain the confidentiality of the Intellectual Property at all times; (iii) you will not make unauthorized copies of documents containing any Intellectual Property; (iv) you will take such reasonable steps as we may ask of you from time to time to prevent unauthorized use or disclosure of the Intellectual Property; and (v) you will stop using the Intellectual Property immediately if you are no longer an employee, independent contractor, agent, representative, or supplier of Franchisee. You further agree that you will not use the Intellectual Property for any purpose other than the performing your duties for Franchisee and within the scope of your employment or other engagement with Franchisee.
The Intellectual Property is and shall continue to be the sole property of Crepe Delicious Holding USA, Inc. You hereby assign and agree to assign to us any rights you may have or may acquire in such Intellectual Property. Upon the termination of your employment or engagement with Franchisee, or at any time upon our or Franchisee's request, you will deliver to us or to Franchisee all documents and data of any nature pertaining to the Intellectual Property, and you will not take with you any documents or data or copies containing or pertaining to any Intellectual Property.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious FDD, the franchise agreement includes a System Protection Agreement that addresses the relationship between Crepe Delicious Holding USA, Inc. and individuals working for a franchisee. This agreement is designed to protect Crepe De Licious's intellectual property and trade secrets.
The System Protection Agreement states that individuals, whether they are employees, independent contractors, agents, representatives, or suppliers of the franchisee, may gain knowledge of Crepe De Licious's intellectual property. To prevent misuse of this information, these individuals must agree to maintain confidentiality, avoid unauthorized use, and return all related documents upon termination of their relationship with the franchisee. This agreement ensures that the intellectual property remains protected and is not used in any way that could harm Crepe De Licious or its franchisees.
The agreement explicitly states that the intellectual property remains the sole property of Crepe Delicious Holding USA, Inc., and any rights to it are assigned to them. This clarifies that while individuals working for the franchisee may have access to this information, they do not own it and cannot use it for their own benefit or in competition with Crepe De Licious. The agreement does not create an employer/employee relationship between the franchisee's staff and Crepe Delicious Holding USA, Inc., but rather establishes a legal obligation to protect the franchisor's intellectual property.
In summary, the System Protection Agreement is a mechanism to protect Crepe De Licious's interests by ensuring that anyone associated with a franchisee acknowledges and respects the franchisor's ownership of its intellectual property. This is a common practice in franchising to safeguard the brand and operational methods that make the franchise system successful.