What is the purpose of the Crepe De Licious Management Agreement?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
invalid, illegal, or unenforceable provision had not been contained herein.
- h. Releasor agrees to do such further acts and things and to execute and deliver such additional agreements and instruments as any Released Party may reasonably require to consummate, evidence, or confirm the Release contained herein in the matter contemplated hereby.
(Signatures on following page)
IN WITNESS WHEREOF, Releasor has executed this Release as of the date first written above.
, a FRANCHISEE'S OWNERS: Typed or Printed Name Typed or Printed Name Rev. 061518
EXHIBIT H -2
CREPE DE LICIOUS FRANCHISE
SAMPLE SYSTEM PROTECTION AGREEMENT
This System Protection Agreement ("Agreement") is entered into by the undersigned ("you" or "your") in favor of Crepe Delicious Holding USA, Inc., a Delaware corporation, and its successors and assigns ("us," "we" or "our"), upon the terms and conditions set forth in this Agreement.
1. Definitions. For purposes of this Agreement, the following terms have the meanings given to them below:
"Competitive Business" means any business that: (i) sells or offers to sell products the same as or similar to the type of products sold by you in and/or from the Franchisee Territory (including, but not limited to, the products we authorize); or (ii) provides or offers to provide services the same as or similar to the type of services sold by you in and/or from the Franchisee Territory (including, but not limited to, the services we authorize), but excludes a Crepe de licious business operating pursuant to a franchise agreement with us.
"Copyrights" means all works and materials for which we or our affiliate have secured common law or registered copyright protection and that we allow franchisees to use, sell, or display in connection with the marketing and/or operation of a Crepe de licious business or the solicitation or offer of a Crepe de licious franchise, whether now in existence or created in the future.
"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;
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, the purpose of the System Protection Agreement is to protect Crepe De Licious's intellectual property. The agreement is entered into by managers or officers of a Crepe De Licious franchise to safeguard the brand's trademarks, copyrights, know-how, and overall system. This agreement ensures that those with access to confidential information, such as operational methods and marketing strategies, do not use it to harm the Crepe De Licious brand.
The System Protection Agreement includes several key provisions. It defines prohibited activities, such as owning or operating a competitive business within a specific restricted territory and during a restricted period. The agreement also addresses confidentiality, ensuring that managers and officers do not disclose proprietary information. By signing this agreement, the manager or officer acknowledges that the intellectual property remains the sole property of Crepe Delicious Holding USA, Inc.
Additionally, the agreement outlines restrictions even after the manager or officer is no longer associated with the Crepe De Licious franchise. It specifies a restricted period, typically two years (or potentially 12 months if a court deems two years unenforceable), during which the individual cannot engage in prohibited activities within a defined restricted territory. This protection extends to the geographic area within a 25-mile radius of the franchisee's Crepe De Licious business. These measures are in place to prevent unfair competition and protect the Crepe De Licious system.
Crepe De Licious may modify the terms of the agreement to ensure enforceability under applicable law. This includes adjusting the scope of prohibited activities, narrowing the definition of a competitive business, shortening the restricted period, or reducing the geographic scope of the restricted territory. This flexibility allows Crepe De Licious to adapt the agreement to specific circumstances and legal requirements, ensuring that the intellectual property is adequately protected while remaining compliant with relevant regulations.