Does the definition of 'Confidential Information' for Engel & Volkers include databases?
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 databases. This means that any databases utilized or embraced by the Engel & Volkers system, or imparted to the recipient by the franchisor, are considered confidential. This encompasses a wide range of information related to the Engel & Volkers system, including systems of operation, programs, services, products, customers, practices, materials, books, records, manuals, computer files, and software.
For a prospective franchisee, this means that they have a strict obligation to protect the confidentiality of these databases. They can only use this information for evaluating whether to enter into a franchise relationship with Engel & Volkers. The franchisee cannot use the information in any other business or capacity, and they must maintain its absolute confidentiality. Unauthorized copying or disclosure to any third party without prior written consent from Engel & Volkers is prohibited.
The franchisee must also take reasonable care to prevent the disclosure of confidential information within their own organization, limiting access to individuals whose duties justify the need to know such information. These individuals must also understand their obligation to maintain the confidential status of the information. Furthermore, the agreement states that using confidential information with any generative, artificial intelligence tool or program is considered a breach of the agreement, as it constitutes disclosure to a third party.
This obligation to maintain confidentiality survives any decision by the recipient not to enter a franchise relationship with Engel & Volkers. This highlights the importance of understanding and adhering to the terms of the confidentiality agreement, as any breach could result in irreparable injury to Engel & Volkers, potentially leading to legal action and equitable remedies such as injunctions.