What is the consequence of using or duplicating Engel & Volkers' Confidential Information in any other business or capacity?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
Recipient acknowledges and agrees that all Confidential Information they receive 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 evaluating whether Recipient desires to directly or indirectly enter into a franchise relationship with Franchisor 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.
Recipient acknowledges and agrees that Engel & Völkers will suffer irreparable injury not capable of precise measurement in monetary damages if Recipient discloses or misuses any Confidential Information.
Accordingly, in the event of a breach of this Agreement by Recipient, Recipient 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.
Recipient agrees that the award of equitable remedies to Engel & Völkers in the event of such breach is reasonable and necessary for the protection of the business and goodwill of Engel & Völkers.
Recipient hereby agrees to indemnify, hold harmless and, upon request, defend Engel & Völkers, its affiliates, and their respective shareholders, directors, officers, employees and agents (the
"Indemnified Parties"), from and against all suits, proceedings, assessments, losses, claims, demands or actions of any nature or kind whatsoever ("Claims"), directly or indirectly arising out of, or in any manner whatsoever associated or connected with the failure of Recipient to observe and perform its duties and obligations under this Agreement, and against any and all damages, costs, expenses and fees (including, without limitation, reasonable legal expenses and fees), losses, fines or penalties incurred by or on behalf of any of the Indemnified Parties in the investigation or defense of any and all Claims. Recipient further agrees to pay for Franchisor's court costs and reasonable attorney's fees in enforcing this Agreement.
Recipient's obligation to maintain the confidentiality of the Confidential Information, as provided in this Agreement, shall survive any decision by Recipient not to enter a franchise relationship with Engel & Völkers.
Source: Item 23 — RECEIPTS (FDD pages 88–302)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, if a recipient uses or duplicates the Confidential Information in any business or capacity other than evaluating a franchise relationship with Engel & Volkers, it will be considered an unfair method of competition with Engel & Volkers, its affiliates, and its other franchisees. Confidential Information includes business and operational secrets and all information received with respect to the Engel & Volkers System. This includes information contained in the Integrated Product Suite and know-how conveyed in the System Documentation.
Engel & Volkers emphasizes the confidential and proprietary nature of this information, highlighting that it constitutes trade secrets in which they have a proprietary interest. Recipients are explicitly prohibited from acquiring any interest in the Confidential Information beyond the scope of evaluating a potential franchise relationship. This restriction is designed to protect Engel & Volkers' competitive advantage and the integrity of its business model.
Furthermore, the document states that Engel & Volkers will suffer irreparable injury if a recipient discloses or misuses any Confidential Information. In the event of a breach, the recipient consents to the entry of interim relief, including temporary restraining orders, preliminary and permanent injunctions, writs of attachment, appointment of a receiver, and any other equitable relief deemed necessary by the court. These measures can be enacted without the requirement of posting a bond, underscoring the severity of potential consequences. The recipient also agrees to indemnify Engel & Volkers against all claims, losses, and expenses arising from their failure to protect the Confidential Information, including court costs and reasonable attorney's fees incurred in enforcing the agreement. This obligation to maintain confidentiality survives any decision not to enter a franchise relationship with Engel & Volkers.