What is the consequence if an Engel & Volkers franchisee breaches the confidentiality undertakings in Section 15?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
20.3.5 commits a breach of the confidentiality undertakings set forth in Section 15;
15.3 Injunctive Relief: Franchisee acknowledges and agrees that Franchisor will suffer irreparable injury not capable of precise measurement in monetary damages if Franchisee discloses or misuses any Confidential Information. Accordingly, in the event of a breach of Section 15 by Franchisee, Franchisee consents to entry of interim relief, including, without limitation, the entry of a temporary restraining order, preliminary injunction, permanent injunction, writ of attachment, appointment of a receiver, and any other equitable relief which the court deems necessary in order to prevent irreparable injury, all without the requirement that bond be posted. Franchisee agrees that the award of equitable remedies to Franchisor in the event of such breach is reasonable and necessary for the protection of the business and goodwill of Franchisor.
15.2 Confidentiality After Termination or Expiration of Agreement: The foregoing confidentiality obligations will continue after termination or expiration of this Agreement. Franchisee further agrees to impose the foregoing confidentiality undertaking on its shareholders, partners, members, officers, directors, managers, staff members and Sales Advisors, by having such persons execute Franchisor's form of Confidentiality Agreement and Covenant Not to Compete.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to the 2025 Engel & Volkers Franchise Disclosure Document, a breach of the confidentiality undertakings outlined in Section 15 constitutes grounds for termination of the franchise agreement. Specifically, section 20.3.5 states that committing a breach of the confidentiality undertakings set forth in Section 15 is a cause for termination.
In addition to potential termination, Engel & Volkers may seek injunctive relief if a franchisee discloses or misuses confidential information. The FDD states that Engel & Volkers would suffer irreparable injury if a franchisee breaches Section 15. Therefore, Engel & Volkers can pursue remedies such as temporary restraining orders, preliminary and permanent injunctions, writs of attachment, and the appointment of a receiver, without being required to post a bond. The franchisee consents to these equitable remedies as necessary to protect the business and goodwill of Engel & Volkers.
These confidentiality obligations extend beyond the term of the franchise agreement. This means that even after the agreement expires or is terminated, the franchisee must continue to maintain the confidentiality of the information. The franchisee is also responsible for ensuring that their shareholders, partners, members, officers, directors, managers, staff members, and sales advisors also adhere to these confidentiality obligations by executing Engel & Volkers' form of Confidentiality Agreement and Covenant Not to Compete.