What procedures must a Crisp & Green franchisee implement to prevent unauthorized use or disclosure of confidential information?
Crisp_Green Franchise · 2024 FDDAnswer from 2024 FDD Document
s of our Confidential Information to you solely for your use in the operation of the Franchised Restaurant. The Confidential Information is proprietary and includes our trade secrets. During and after the Term: (a) you may not use the Confidential Information in any other business or capacity (as you hereby acknowledge that such prohibited use would be an unfair method of competition); (b) you must exert your best efforts to maintain the confidentiality of the Confidential Information, regardless of its format or medium of transmission to you; (c) you may not make unauthorized copies of any portion of the Confidential Information; and (d) you must implement all commercially reasonable procedures we prescribe at any time and from time to time to prevent unauthorized use or disclosure of the Confidential Information, including requiring your managers and assistant managers, and any other of your personnel who attends training or who has the ability to access our Confidential Information, to sign nondisclosure agreements in a form we prescribe or approve and delivering those agreements to us.
- 7.02 In-Term Covenants. You acknowledge that we have granted you this franchise in consideration of, and reliance upon, your agreement to deal exclusively with us. You therefore agree that, during the Term and any successor franchise term, neither you, any of your Principal Owners, nor any of your or your Principal Owners' Immediate Family will (without our prior written consent, which consent we may condition or withhold for any or no reason):
- (a) have any direct or indirect controlling or non-controlling ownership interest as an owner – whether of record, beneficially, or otherwise – in a Competitive Business, wherever located or operating (except that equity ownership of less than five percent (5%) of a Competitive Business whose stock or other forms of ownership interest are publicly traded on a recognized United States stock exchange will not be deemed to violate this subparagraph);
- (b) perform services as a director, officer, manager, employee, consultant, representative, or agent for a Competitive Business, wherever located or operating;
- (c) divert or attempt to divert any actual or potential business or customer of any Restaurant to a Competitive Business;
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 49–50)
What This Means (2024 FDD)
According to Crisp & Green's 2024 Franchise Disclosure Document, franchisees must implement all commercially reasonable procedures that Crisp & Green prescribes to prevent unauthorized use or disclosure of confidential information. These procedures include requiring managers, assistant managers, and any personnel attending training or accessing confidential information to sign non-disclosure agreements in a form prescribed or approved by Crisp & Green. The franchisee must then deliver these signed agreements to Crisp & Green.
Additionally, the franchisee must exert their best efforts to maintain the confidentiality of the Confidential Information, regardless of its format or medium of transmission. They are prohibited from using the Confidential Information in any business or capacity other than the operation of their Crisp & Green franchise, as such use would be considered unfair competition. The franchisee is also prohibited from making unauthorized copies of any portion of the Confidential Information.
Confidential Information is defined as Crisp & Green's proprietary information relating to the development and operation of Restaurants. This includes ingredients, recipes, preparation methods, site selection criteria, marketing programs, supplier information, operating results, inventory control methods, computer systems, software, and the Operations Manual. Any information provided by Crisp & Green that is designated as proprietary or confidential, or that would reasonably be understood as such, also falls under this definition.
These measures are typical in franchising to protect the franchisor's intellectual property and trade secrets. Franchisees should carefully review the confidentiality and non-disclosure agreements to understand their obligations and ensure compliance to avoid potential breaches of the franchise agreement.