Does the definition of 'Confidential Information' for Engel & Volkers include deletions from the Engel & Volkers System?
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 deletions from the Engel & Volkers System. This means that any information related to what has been removed or eliminated from the Engel & Volkers System is considered confidential and proprietary. As a prospective franchisee, you are obligated to protect this information and not disclose it to unauthorized parties. This obligation extends beyond simply maintaining secrecy about current operational methods; it also covers what Engel & Volkers has discontinued or removed from its system. This is typical in franchising, as discontinued practices could reveal strategic shifts or vulnerabilities.
This inclusion in the definition of Confidential Information has several implications for a potential Engel & Volkers franchisee. Firstly, it broadens the scope of what you must keep confidential, requiring you to understand and manage information about past as well as present systems. Secondly, it reinforces the importance of maintaining strict confidentiality, as any breach could lead to legal repercussions, including injunctions and financial liabilities. Finally, it highlights the dynamic nature of the Engel & Volkers System, where changes and updates are continuously made, and information about these changes is considered highly sensitive.
Engel & Volkers emphasizes the importance of protecting its Confidential Information, as its misuse or disclosure could cause irreparable injury. The confidentiality agreement outlines the recipient's responsibilities, including using the information solely for evaluating the franchise opportunity, maintaining absolute confidentiality, and not disclosing it to third parties without prior written consent. The agreement also specifies that using Confidential Information with generative AI tools is considered a breach. This underscores the seriousness with which Engel & Volkers views the protection of its proprietary information and the potential legal and financial consequences of failing to comply with these obligations.
Therefore, as a prospective Engel & Volkers franchisee, it is crucial to fully understand the scope of "Confidential Information," including deletions from the Engel & Volkers System, and to implement robust measures to protect it. This includes limiting access to the information within your organization, ensuring that all individuals who have access understand their confidentiality obligations, and adhering to the specific restrictions outlined in the confidentiality agreement. By doing so, you can mitigate the risk of breaching the agreement and avoid potential legal and financial repercussions.