If I violate the Ella Cafe Confidentiality Agreement, what actions can Ella Cafe or the Developer take?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
entiality Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor is a party, I expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Confidentiality Agreement.
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- I understand and acknowledge that Franchisor has the right, in its sole discretion, to reduce the scope of any covenant set forth in this Confidentiality Agreement, or any portion thereof, without my consent, effective immediately upon receipt by me of written notice thereof, and I agree to comply forthwith with any covenant as so modified. I also understand that neither I nor Developer may make any changes to this Confidentiality Agreement without the written consent of Franchisor.
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- Franchisor is a third-party beneficiary of this Confidentiality Agreement and may enforce it, solely and/or jointly with Developer. I am aware that my violation of this Confidentiality Agreement will cause Franchisor and Developer irreparable harm; therefore, I acknowledge and agree that Developer and/or Franchisor may apply for the issuance of an injunction preventing me from violating this Confidentiality Agreement, and I agree to pay Developer and Franchisor all the costs it/they incur(s), including, without limitation, legal fees and expenses, if this Confidentiality Agreement is enforced against me.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, both Ella Cafe and the Developer are third-party beneficiaries of the Confidentiality Agreement and have the right to enforce it, either individually or jointly. If a franchisee violates the Confidentiality Agreement, Ella Cafe or the Developer can seek an injunction to prevent further violations.
Furthermore, the franchisee is responsible for covering all costs incurred by Ella Cafe or the Developer in enforcing the agreement, including legal fees and expenses. The document emphasizes that any claims the franchisee may have against the Developer or Ella Cafe are separate and do not justify violating the Confidentiality Agreement.
Additionally, the franchisee waives their right to a jury trial in any action or proceeding related to the Development Agreement. The franchisee also consents to the jurisdiction of the federal and state courts servicing the county where Ella Cafe's principal business office is located. However, Ella Cafe or the Developer can pursue legal action in any court with jurisdiction to seek injunctive or other extraordinary relief to prevent potential losses or damages.