What is the condition for Engel & Volkers to provide Confidential Information to the Franchisee?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Franchisor is disclosing the Confidential Information to Recipient solely on the condition that Recipient agree, and Recipient does hereby agree, that any Confidential Information received from Franchisor (a) shall only be used for purposes of performing the Franchise Agreement, (b) will not be used in any other business, manner or capacity, (c) will have its absolute confidentiality maintained both during and after the Term of the Franchise Agreement, (d) will not be copied without authorization, and (e) will not be disclosed to any third party without the prior written consent of Franchisor. Recipient 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 Agreement. Recipient agrees to use reasonable care to prevent the disclosure of the Confidential Information to any third party, and further agrees to limit the dissemination of the Confidential Information within its own organization to individuals whose duties justify the need to know such information, and then only provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of the Confidential Information and to restrict its use solely to the purposes specified herein. Each other person receiving the Confidential Information must also sign a copy of this Agreement.
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- Recipient acknowledges that no other right or license to use the Confidential Information is granted by this Agreement, and agrees that the amount of the Confidential Information to be disclosed to Recipient is completely within the discretion of Franchisor.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, Engel & Volkers discloses Confidential Information to the recipient (franchisee) only if the recipient agrees to specific conditions. These conditions mandate that the Confidential Information is solely for performing the Franchise Agreement, and not for any other business. The franchisee must maintain absolute confidentiality during and after the term of the Franchise Agreement. Unauthorized copying is prohibited, and disclosure to any third party requires Engel & Volkers' prior written consent. Using Confidential Information with generative AI tools is considered a breach of the agreement.
The franchisee must use reasonable care to prevent disclosure to third parties and limit dissemination within their organization to individuals with a need to know. These individuals must understand their obligation to maintain confidentiality and restrict use to specified purposes. Anyone receiving Confidential Information must sign a copy of the agreement. The amount of Confidential Information disclosed is at Engel & Volkers' discretion.
These stipulations are typical in franchising to protect the franchisor's proprietary information and maintain a competitive advantage. Franchisees should carefully review these confidentiality clauses to understand their obligations and potential liabilities. The broad definition of Confidential Information, as detailed in the FDD, means franchisees must be vigilant in safeguarding various aspects of the Engel & Volkers system.