Does the Crepe De Licious Owners Agreement create any rights for third parties?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
ious 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.
"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.
"System" means our system for the establishment, development, operation, and management of a Crepe de licious Business, including Know-how, proprietary programs and products, confidential operations manuals, and operating system.
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
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
Based on the 2025 Crepe De Licious Franchise Disclosure Document, the System Protection Agreement outlines specific rights and obligations pertaining to the franchisor and its franchisees. This agreement is designed to protect Crepe De Licious's intellectual property and confidential information.
The System Protection Agreement explicitly addresses the relationship between Crepe De Licious, its franchisees, and individuals associated with those franchisees, such as employees, independent contractors, agents, representatives, or suppliers. These individuals, due to their association with a franchisee, may gain knowledge of Crepe De Licious's intellectual property. The agreement emphasizes that protecting this intellectual property is vital to the success of both Crepe De Licious and its franchisees.
The agreement includes provisions to prevent unauthorized use or disclosure of intellectual property. It states that the intellectual property remains the sole property of Crepe Delicious Holding USA, Inc., and any rights that individuals may acquire are assigned to Crepe De Licious. Upon termination of employment or engagement with the franchisee, individuals are required to return all documents and data pertaining to the intellectual property. This framework ensures that Crepe De Licious maintains control over its proprietary information and protects its franchise system from potential misuse or damage.
While the System Protection Agreement primarily focuses on protecting Crepe De Licious's interests, it also acknowledges the role and responsibilities of individuals associated with the franchisees, thus creating a framework that indirectly affects third parties by setting expectations and limitations regarding the use of Crepe De Licious's intellectual property. This is a common practice in franchising to ensure brand consistency and protect trade secrets.