Does the confidential information agreement constitute the entire agreement regarding the disclosure of confidential information for evaluating a franchise relationship with Engel & Volkers?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement (a) shall be governed, construed and interpreted in accordance with the substantive laws of the State of New York, without giving effect to its conflicts of law principles, (b) shall not be amended except pursuant to a written agreement executed by each of the parties hereto, (c) shall be binding upon the parties hereto and their respective heirs, administrators, successors and assigns and (d) constitutes the entire agreement and understanding between Franchisor and Recipient with respect to the disclosure of Confidential Information for purposes of Recipient evaluating whether to enter a franchise relationship with Franchisor.
This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the disclosure of Confidential Information to Recipient and Recipient's noncompetition obligations, and shall not be amended except pursuant to a written agreement executed by each of the parties hereto.
Source: Item 23 — RECEIPTS (FDD pages 88–302)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, the Confidentiality Agreement serves as the entire agreement and understanding between Engel & Volkers and the recipient regarding the disclosure of confidential information. This agreement is specifically for the purpose of the recipient evaluating whether to enter into a franchise relationship with Engel & Volkers. The agreement also covers the recipient's noncompetition obligations.
This means that no other prior agreements or understandings, whether verbal or written, will govern the disclosure of confidential information. Any modifications to this agreement must be made in writing and executed by both parties to be valid. This clause provides clarity and certainty, ensuring that both Engel & Volkers and the potential franchisee are bound only by the terms explicitly stated within the Confidentiality Agreement.
Prospective franchisees should carefully review the Confidentiality Agreement to fully understand their obligations regarding the use and protection of Engel & Volkers' confidential information. They should also note that this agreement is governed by the laws of the State of New York, which will dictate how the agreement is interpreted and enforced. This includes understanding what constitutes "Confidential Information" as defined in the agreement, as well as the restrictions on its use and disclosure, both during the evaluation period and even after a decision is made not to pursue a franchise.