What is the Engel & Volkers agreement's definition of 'Confidential Information'?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
For avoidance of doubt, "Confidential Information" includes (without limitation) all information, knowledge, trade secrets or know-how utilized or embraced by the ENGEL & VÖLKERS System and/or imparted to Recipient by Franchisor or any of its affiliates which concerns Franchisor's systems of operation, programs, services, products, customers, clients, prospective customers or client, practices, materials, books, records, manuals, computer files, databases or software; all elements of the ENGEL & VÖLKERS System; all programs, products, services, equipment, technologies, policies, standards, requirements, criteria and procedures that now or in the future are a part of the ENGEL & VÖLKERS System; the System Documentation; all specifications, procedures, systems, techniques and activities employed by Franchisor in the offer and sale of services, programs, and/or products at or from a franchised ENGEL & VÖLKERS Residential Real Estate Brokerage; all of Franchisor's sources (or prospective sources) of supply and all information pertaining to same; Franchisor's specifications, and Franchisee's final plans, for the construction, build out, design, renovation, décor, equipment, signage, furniture, fixtures and trade dress elements of Franchisee's office; the identity of, and all information relating to, the computer systems and software utilized under the Franchise Agreement; all information pertaining to Franchisor's and Franchisee's advertising, marketing, promotion and merchandising campaigns, activities, materials, specifications and procedures; all customer lists, data and records generated and/or otherwise maintained by Franchisee's franchised ENGEL & VÖLKERS business; Franchisor's (and, if in the future Franchisor permits, Franchisee's) internet/web protocols, procedures and content (including electronic data, data files, user names and passwords); Franchisor's training and other instructional programs and materials; all elements of Franchisor's recommended staffing, staff training and staff certification policies and procedures; all communications between Franchisor and Franchisee; additions or improvements to, deletions from and modifications and variations of the components of the ENGEL & VÖLKERS System and the other systems and methods of operations which Franchisor employs now or in the future; research, development and test programs for services and operations; and, all other information, knowledge and know-how which either Franchisor or their respective affiliates, now or in the future, designate as confidential.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary assets and knowledge related to the Engel & Volkers system. This includes, but isn't limited to, operational secrets, business strategies, and any data or insights franchisees receive directly or indirectly concerning the Engel & Volkers system. The definition extends to information within the Integrated Product Suite and know-how detailed in the System Documentation. Franchisees are granted the right to use this information solely for operating their Engel & Volkers Residential Real Estate Brokerage during the term of the Franchise Agreement. Any other use or duplication is considered unfair competition.
The agreement emphasizes that franchisees do not acquire any ownership interest in the Confidential Information beyond the right to use it within the scope of their franchise operation. This restriction ensures that the proprietary knowledge and trade secrets remain the exclusive property of Engel & Volkers. The agreement also specifies that using Confidential Information with generative AI tools is a breach of contract, highlighting the importance of data security.
Engel & Volkers also requires franchisees to protect this information rigorously, preventing unauthorized disclosure to third parties. Franchisees must limit access to Confidential Information within their organization to only those individuals with a 'need-to-know,' ensuring these individuals understand their confidentiality obligations. This multi-layered approach to confidentiality underscores the value Engel & Volkers places on protecting its proprietary information and maintaining a competitive edge in the real estate market.