Does the Engel & Volkers agreement specify any exceptions to who must sign the Confidentiality Agreement?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
15.1 Confidentiality During Term of Agreement: Franchisee hereby agrees to treat all business and operational information received by Franchisee, either directly or indirectly, from Franchisor and with respect to the ENGEL & VÖLKERS System, including that contained in the Integrated Product Suite to be provided pursuant to Section 7, and from the knowhow conveyed to Franchisee in the System Documentation (hereinafter called the "Confidential Information"), in strict confidence and not to divulge it to any third party. Franchisee agrees that, use of Confidential Information in connection with any generative, artificial intelligence tool or program is considered disclosure of such Confidential Information to a third party and constitutes a breach of this Section. However, Franchisee is permitted to use any information (a) which is, at the time of the disclosure to Franchisee, available to the general public; (b) which becomes available at a later date to the general public through no fault of Franchisee; or (c) which Franchisee can demonstrate was in its possession, through valid means, before receipt. Access to this Confidential Information by Franchisee's staff members and independent Sales Advisors must be restricted to the necessary minimum (need-to-know) and may only be used for purposes of performing under this Agreement.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, the confidentiality agreement has some exceptions. While the franchisee is required to maintain strict confidence regarding all business and operational information related to the Engel & Volkers system, there are instances where information is not considered confidential.
Specifically, Engel & Volkers franchisees are permitted to use information that (a) is already available to the general public at the time of disclosure, (b) becomes available to the general public later through no fault of the franchisee, or (c) can be demonstrated to have been in the franchisee's possession through valid means before receiving it from Engel & Volkers. This means that franchisees are not obligated to keep information secret if it falls into these categories.
Furthermore, access to confidential information by the franchisee's staff members and independent sales advisors must be restricted to the minimum necessary (need-to-know basis) and used only for performing under the Franchise Agreement. Engel & Volkers requires that the franchisee ensures these individuals understand their obligation to maintain confidentiality. This implies that not every staff member or sales advisor needs to sign a confidentiality agreement, only those with access to confidential information.