Does the confidentiality obligation continue after the termination or expiration of the Engel & Volkers Franchise Agreement?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
You must treat all business and operational secrets and all information you receive, either directly or indirectly, about the Engel & Völkers System and from the know-how included in the System Documentation ("Confidential Information") in strict confidence and not divulge it to any third party. Access to this Confidential Information by your employees and sales advisors must be restricted to the necessary minimum (need-to-know) and may only be used for purposes of performing under your Franchise Agreement. During the Term of the Franchise Agreement or afterwards, you cannot use any Confidential Information, directly or indirectly, in any other business or in any other manner or obtain any benefit not specifically approved in writing by us. You must impose these secrecy undertakings on your employees and independent sales advisors. These confidentiality obligations will continue after termination or expiration of the Franchise Agreement. However, you are permitted to use any information, knowledge and transferred know-how which has meanwhile become generally known and easy to obtain, except in cases where this has occurred as a result of a breach of the Franchise Agreement.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 59–61)
What This Means (2025 FDD)
According to Engel & Volkers's 2025 Franchise Disclosure Document, the confidentiality obligations outlined in the franchise agreement extend beyond the termination or expiration of the agreement. Franchisees are required to maintain the confidentiality of business and operational secrets, as well as any information received about the Engel & Völkers System, even after the franchise relationship ends. This includes the know-how included in the System Documentation, which is considered Confidential Information. This obligation ensures that franchisees do not use confidential information gained during their time with Engel & Volkers to compete against the brand or otherwise benefit in ways not explicitly approved.
Engel & Volkers restricts the access of Confidential Information to employees and sales advisors to a 'need-to-know' basis, solely for performing under the Franchise Agreement. Franchisees must impose these secrecy undertakings on their employees and independent sales advisors. This means that franchisees are responsible for ensuring that their staff also adhere to the confidentiality requirements, both during and after their association with the Engel & Volkers franchise.
However, there is an exception to this ongoing confidentiality obligation. Franchisees are permitted to use information, knowledge, and transferred know-how that has become generally known and easy to obtain, unless such general knowledge resulted from a breach of the Franchise Agreement. This exception acknowledges that some information may naturally enter the public domain over time, and franchisees should not be penalized for using it, as long as they did not contribute to its disclosure. This clause provides some flexibility for franchisees while still protecting Engel & Volkers's proprietary information.