What is the Franchisee's obligation regarding the Manager's role in operating the Crepe De Licious franchise?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
"Franchisee" means the Crepe de licious franchisee for which you are a manager or officer.
"Franchisee Territory" means the territory granted to you pursuant to a franchise agreement with us.
"Intellectual Property" means, collectively or individually, our Marks, Copyrights, Know-how, and System.
"Know-how" means all of our trade secrets and other proprietary information relating to the development, construction, marketing, and/or operation of a Crepe de licious business, including, but not limited to, methods, techniques, specifications, proprietary practices and procedures, policies, marketing strategies, and information comprising the System and the Manual.
"Manual" means our confidential operations manual for the operation of a Crepe de licious business, which may be periodically modified by us.
"Marks" means the logotypes, service marks, and trademarks now or hereafter involved in the operation of a Crepe de licious business, including "CREPE DE LICIOUS," and any other trademarks, service marks, or trade names that we designate for use by a Crepe de licious business. The term "Marks" also includes any distinctive trade dress used to identify a Crepe de licious business, whether now in existence or hereafter created.
"Prohibited Activities" means any or all of the following: (i) owning, operating, or having any other interest (as an owner, partner, director, officer, employee, manager, consultant, shareholder, creditor, representative, agent, or in any similar capacity) in a Competitive Business (other than owning an interest of five percent (5%) or less in a publicly-traded company that is a Competitive Business); and/or (ii) diverting or attempting to divert any business from us (or one of our affiliates or franchisees).
"Restricted Period" means the two-year period after you cease to be a manager or officer of Franchisee's Crepe de licious business; provided, however, that if a court of competent jurisdiction determines that this period of time is too long to be enforceable, then the "Restricted Period" means the 12 month period after you cease to be a manager or officer of Franchisee's Crepe de licious business.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious FDD, the franchisee has obligations regarding the manager's role, primarily concerning the protection of Crepe De Licious's intellectual property and system. The franchisee must ensure that their managers or officers, upon gaining knowledge of Crepe De Licious's Intellectual Property, comply with the System Protection Agreement. This agreement is crucial for safeguarding the brand's trade secrets, operational methods, and overall system. The franchisee is responsible for ensuring that managers do not use the intellectual property in any way that is detrimental to Crepe De Licious or its franchisees. This includes preventing unauthorized use or disclosure of confidential information. The franchisee is responsible for ensuring that the manager adheres to the terms of the System Protection Agreement.
The System Protection Agreement specifies that managers must maintain the confidentiality of the Intellectual Property at all times and avoid making unauthorized copies of documents containing such information. Furthermore, managers must cease using the Intellectual Property immediately if they are no longer associated with the Crepe De Licious business. This extends to assigning any rights they may have acquired in the Intellectual Property to Crepe Delicious Holding USA, Inc. The franchisee is responsible for ensuring that managers understand and fulfill these obligations, which are essential for protecting the Crepe De Licious system and brand integrity.
In practical terms, this means that a Crepe De Licious franchisee needs to implement clear policies and procedures to educate and monitor their managers' use of confidential information. This may involve regular training sessions, strict document control measures, and ongoing oversight to prevent any misuse or unauthorized disclosure of Crepe De Licious's Intellectual Property. The franchisee should also ensure that all managers sign the System Protection Agreement and understand its implications. By diligently enforcing these measures, the franchisee can mitigate the risk of intellectual property breaches and maintain the integrity of the Crepe De Licious franchise system.