What is the Engel & Volkers agreement's definition of 'Recipient'?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
NOW, THEREFORE, in consideration of the covenants and the promises herein contained, the parties agree as follows:
- Recipient acknowledges and agrees that all Confidential Information he or she receives from Franchisor is confidential and proprietary information and trade secrets in which Franchisor has a proprietary interest. "Confidential Information" includes, by way of example, but not limitation, all business and operational secrets and all information received by Franchisee, either directly or indirectly, with respect to the ENGEL & VÖLKERS System, including that contained in the Integrated Product Suite provided pursuant to Section 7 of the Franchise Agreement, and from the know-how conveyed to Franchisee in the System Documentation. Recipient will not acquire any interest in the Confidential Information learned by Recipient other than the right for Recipient to utilize the same in connection with ownership and/or operation of the Engel & Völkers Residential Real Estate Brokerage during the Term of the Franchise Agreement and the use or duplication of the Confidential Information in any other business or capacity will constitute an unfair method of competition with Franchisor or its affiliates and Franchisor's other franchisees.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, the term 'Recipient' is used within the context of confidentiality agreements and non-competition obligations. While the FDD excerpts extensively use the term 'Recipient' in Item 22, which covers various contracts, it does not provide an explicit definition of the term 'Recipient'. Instead, the document focuses on outlining the 'Recipient's' obligations and restrictions regarding confidential information and competitive activities.
Specifically, the 'Recipient' acknowledges that all confidential information received from Engel & Volkers is proprietary and constitutes trade secrets. The 'Recipient' is granted a limited right to use this information solely for operating the Engel & Volkers Residential Real Estate Brokerage during the term of the Franchise Agreement. Any unauthorized use or duplication of confidential information is considered an unfair method of competition.
Given the absence of a direct definition, it is implied that 'Recipient' refers to individuals or entities, such as employees of the franchisee, who receive confidential information from Engel & Volkers. These individuals or entities are bound by the terms and conditions outlined in the confidentiality agreements, including restrictions on using the information for purposes outside the franchise agreement and non-disclosure obligations. A prospective franchisee should seek clarification from Engel & Volkers regarding who specifically falls under the definition of 'Recipient' to fully understand the scope of these contractual obligations.