What remedies can Crepe De Licious seek against Owners for violating non-disclosure obligations?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
med to have violated the terms of this Agreement if any member of your immediate family uses or discloses the Intellectual Property. However, you may rebut this presumption by furnishing evidence conclusively showing you did not disclose the Intellectual Property to the family member.
- 5. Covenants Reasonable. You acknowledge and agree that: (i) the terms of this Agreement are reasonable both in time and in scope of geographic area; and (ii) you have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Agreement. YOU HEREBY WAIVE ANY RIGHT TO CHALLENGE THE TERMS OF THIS AGREEMENT AS BEING OVERLY BROAD, UNREASONABLE, OR OTHERWISE UNENFORCEABLE.
- 6. Breach. You agree that failure to comply with this Agreement will cause substantial and irreparable damage to us and/or other Crepe de licious franchisees for which there is no adequate remedy at law. Therefore, you agree that any violation of this Agreement will entitle us to injunctive relief. You agree that we may apply for such injunctive relief, without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and the sole remedy of yours, in the event of the entry of such injunction, will be the dissolution of such injunction, if warranted, upon hearing duly held (all claims for damages by reason of the wrongful issuance of any such injunction being expressly waived hereby). If a court requires the filing of a bond notwithstanding the preceding sentence, the parties agree that the amount of the bond shall not exceed $1,000.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, if an owner fails to comply with the System Protection Agreement or Confidentiality Agreement, Crepe De Licious can pursue legal remedies. Crepe De Licious states that failure to comply with the agreement will cause substantial and irreparable damage to them and/or other Crepe De Licious franchisees, for which there is no adequate remedy at law.
Specifically, Crepe De Licious is entitled to injunctive relief for any violation of the agreement. This means Crepe De Licious can seek a court order to stop the owner from continuing the prohibited actions. Crepe De Licious can apply for this injunctive relief without posting a bond, although with due notice to the owner. The owner's sole remedy, if an injunction is entered, is to seek the dissolution of the injunction. The agreement explicitly waives all claims for damages due to the wrongful issuance of an injunction. If a court requires a bond, the agreement states that the bond amount will not exceed $1,000.
Additionally, if Crepe De Licious prevails in a legal action against the owner for breaching the agreement, the owner agrees to pay Crepe De Licious's reasonable attorneys' fees and costs. The agreement is governed by Delaware law, and the courts in Delaware have jurisdiction over any legal proceedings related to the agreement.
The agreement also addresses situations where an owner might try to circumvent the non-disclosure obligations by disclosing know-how or intellectual property to immediate family members. In such cases, if a family member engages in prohibited activities or uses/discloses the know-how or intellectual property, the owner is presumed to have violated the agreement. However, the owner can rebut this presumption by providing conclusive evidence that they did not disclose the information to the family member.