Does the definition of 'Confidential Information' for Engel & Volkers include computer files?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
For avoidance of doubt, "Confidential Information" also includes (without limitation) all information, knowledge, trade secrets or know-how utilized or embraced by the ENGEL & VÖLKERS System and/or imparted to Recipient by Franchisor or any of its affiliates which concerns Franchisor's systems of operation, programs, services, products, customers, clients, prospective customers or client, practices, materials, books, records, manuals, computer files, databases or software; all elements of the ENGEL & VÖLKERS System; all programs, products, services, equipment, technologies, policies, standards, requirements, criteria and procedures that now or in the future are a part of the ENGEL & VÖLKERS System; the System Documentation; all specifications, procedures, systems, techniques and activities employed by Franchisor in the offer and sale of services, programs, and/or products at or from a franchised ENGEL & VÖLKERS Residential Real Estate Brokerage; all of Franchisor's sources (or prospective sources) of supply and all information pertaining to same; Franchisor's specifications, and Franchisee's final plans, for the construction, build out, design, renovation, décor, equipment, signage, furniture, fixtures and trade dress elements of Franchisee's office; the identity of, and all information relating to, the computer systems and software utilized under the Franchise Agreement; all information pertaining to Franchisor's and Franchisee's advertising, marketing, promotion and merchandising
campaigns, activities, materials, specifications and procedures; all customer lists, data and records generated and/or otherwise maintained by Franchisee's franchised ENGEL & VÖLKERS business; Franchisor's internet/web protocols, procedures and content (including electronic data, data files, user names and passwords); Franchisor's training and other instructional programs and materials; all elements of Franchisor's recommended staffing, staff training and staff certification policies and procedures; all communications between Franchisor and Recipient; additions or improvements to, deletions from and modifications and variations of the components of the ENGEL & VÖLKERS System and the other systems and methods of operations which Franchisor employs now or in the future; research, development and test programs for services and operations; and, all other information, knowledge and know-how which either Franchisor or their respective affiliates, now or in the future, designate as confidential.
Source: Item 23 — RECEIPTS (FDD pages 88–302)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, the definition of "Confidential Information" explicitly includes computer files. This means that any information, knowledge, trade secrets, or know-how related to Engel & Volkers' systems, programs, services, products, customers, practices, materials, books, records, manuals, computer files, databases, or software is considered confidential. This broad definition extends to all elements of the Engel & Volkers system, including programs, products, services, equipment, technologies, policies, standards, requirements, criteria, and procedures.
For a prospective Engel & Volkers franchisee, this means that they are obligated to protect a wide range of information related to the Engel & Volkers business. This includes not only physical documents and manuals but also digital assets like computer files and databases. Franchisees must ensure that their staff understands and adheres to these confidentiality obligations, limiting access to confidential information only to those whose duties require it. Furthermore, franchisees must prevent unauthorized copying or disclosure of this information to any third party without prior written consent from Engel & Volkers.
The confidentiality obligations extend to various aspects of the Engel & Volkers business, such as advertising, marketing, promotion, merchandising campaigns, customer lists, internet protocols, training materials, staffing policies, and communications between the franchisor and the franchisee. The agreement also covers any modifications or improvements to the Engel & Volkers system, as well as research, development, and test programs. This comprehensive approach ensures that all sensitive information related to the Engel & Volkers brand and operations remains protected.
Given the breadth of this definition, it is crucial for prospective franchisees to carefully review the confidentiality agreement and understand their obligations. Failure to protect this confidential information could result in legal action, including injunctions and financial penalties, as Engel & Volkers emphasizes the irreparable harm that could result from the misuse or disclosure of such information.