Can a Devon Creek franchisee divulge Confidential Information to anyone?
Devon_Creek Franchise · 2024 FDDAnswer from 2024 FDD Document
opyright, trade secret or other proprietary rights (collectively referred to herein as the "Confidential Information"). Neither Franchisee nor any Principal shall, during the term of this Agreement and thereafter, communicate or divulge to, or use for the benefit of, any other person or entity, and, following the expiration or termination of this Agreement, shall not use for their own benefit, any Confidential Information that may be communicated to Franchisee or any Principal or of which Franchisee or any Principal may be apprised in connection with the operation of the Franchised Business under the terms of this Agreement. Franchisee and any Principal shall not divulge and make any Confidential Information available to anyone other than those of Franchisee's employees who require the Confidential Information to operate the Franchised Business and who have themselves entered into confidentiality and non-compete agreements containing the same provisions as contained
in this Agreement, in accordance with Section 19.10 hereof. Franchisee and any Principal shall not at any time copy, duplicate, record or otherwise reproduce any Confidential Information, in whole or in part, or otherwise make the same available to any person other than those authorized above, without Franchisor's prior written consent. The covenant in this Section 19.2 shall survive the expiration, termination or transfer of this Agreement or any interest herein and shall be perpetually binding upon Franchisee and each Principal.
- 19.3 Protection of Information. Franchisee shall take all steps necessary, at Franchisee's own expense, to protect the Confidential Information and shall immediately notify Franchisor if Franchisee finds that any Confidential Information has been divulged in violation of this Agreement.
- 19.4 New Concepts.
Source: Item 22 — CONTRACTS (FDD page 45)
What This Means (2024 FDD)
According to the 2024 Devon Creek FDD, franchisees and their principals are restricted from communicating or divulging Confidential Information to other people or entities during the term of the agreement and after its expiration or termination. They also cannot use this information for their own benefit after the agreement ends.
However, there is a specific exception: franchisees can share Confidential Information with their employees who need it to operate the Franchised Business, provided those employees have signed confidentiality and non-compete agreements with provisions similar to those in the franchise agreement. Franchisees must also take necessary steps, at their own expense, to protect the Confidential Information and must notify Devon Creek immediately if they discover any Confidential Information has been revealed in violation of the agreement.
In addition, franchisees are prohibited from copying, duplicating, recording, or reproducing any Confidential Information without Devon Creek's prior written consent, except for the authorized disclosures to employees mentioned above. This obligation to protect Confidential Information survives the expiration, termination, or transfer of the Franchise Agreement and remains perpetually binding on the franchisee and their principals. This is a fairly standard practice in franchising, as franchisors need to protect their proprietary information to maintain a competitive advantage and the integrity of the brand.