What is the Manager's obligation upon accepting the position at the Crepe De Licious franchise?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
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"Restricted Territory" means the geographic area within: (i) a 25-mile radius from Franchisee's Crepe de licious business (and including the premises of the approved location of Franchisee); and (ii) a 25 mile radius from all other Crepe de licious businesses that are operating or under construction as of the beginning of the Restricted Period; provided, however, that if a court of competent jurisdiction determines that the foregoing Restricted Territory is too broad to be enforceable, then the "Restricted Territory" means the geographic area within a 12-mile radius from Franchisee's Crepe de licious business (and including the premises of the approved location of Franchisee).
"System" means our system for the establishment, development, operation, and management of a Crepe de licious business, including Know-how, proprietary programs and products, Manual, and operating system.
- 2. Background. You are a manager or officer of Franchisee. As a result of this relationship, you may gain knowledge of our System. You understand that protecting the Intellectual Property and our System are vital to our success and that of our franchisees and that you could seriously jeopardize our entire System if you were to unfairly compete with us. In order to avoid such damage, you agree to comply with the terms of this Agreement.
- 3. Know-How and Intellectual Property. You agree: (i) you will not use the Know-how in any business or capacity other than the Crepe de licious business operated by Franchisee; (ii) you will maintain the confidentiality of the Know-how at all times; (iii) you will not make unauthorized copies of documents containing any Know-how; (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 Know-how; and (v) you will stop using the Know-how immediately if you are no longer a manager or officer of Franchisee's Crepe de licious business. You further agree that you will not use all or part of the Intellectual Property or all or part of the System for any purpose other than the performance of your duties for Franchisee and within the scope of your employment or other engagement with Franchisee. These restrictions on Know-how, Intellectual Property and the System shall not apply to any information which is information publicly known or becomes lawfully known in the public domain other than through a breach of this Agreement or is required or compelled by law to be disclosed, provided that you will give reasonable notice to us to allow us to seek protective or other court orders.
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Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious FDD, a manager's primary obligation is to protect the company's intellectual property. As an employee, independent contractor, agent, representative, or supplier of the franchisee, the manager may gain knowledge of Crepe De Licious's intellectual property, which includes trade secrets, proprietary information, methods, techniques, specifications, practices, procedures, policies, marketing strategies, and the contents of the operations manual. The manager acknowledges that protecting this intellectual property is crucial for the success of Crepe De Licious and its franchisees.
The manager must not use the intellectual property in any business or capacity other than for the benefit of the Crepe De Licious business operated by the franchisee, or in any way that could be detrimental to Crepe De Licious or the franchisee. This includes maintaining the confidentiality of the intellectual property at all times, avoiding unauthorized copies of documents containing intellectual property, and taking reasonable steps to prevent unauthorized use or disclosure of the intellectual property. The manager must also cease using the intellectual property immediately upon termination of their employment or engagement with the franchisee.
Furthermore, the manager agrees not to use the intellectual property for any purpose other than performing their duties for the franchisee within the scope of their employment or engagement. All rights to the intellectual property remain the sole property of Crepe Delicious Holding USA, Inc., and the manager assigns any rights they may have or acquire in such intellectual property to the company. Upon termination of employment, the manager must return all documents and data pertaining to the intellectual property and must not retain any copies.