Does the definition of 'Confidential Information' for Engel & Volkers include internet/web protocols and content?
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 internet and web-related protocols, procedures, and content. This encompasses electronic data, data files, usernames, and passwords associated with Engel & Volkers' online systems. This means that franchisees are obligated to protect all aspects of Engel & Volkers' online presence and data.
This broad definition places a significant responsibility on the franchisee to safeguard Engel & Volkers' digital assets. Franchisees must prevent unauthorized access or disclosure of this information, as it is crucial for maintaining the integrity and security of the brand's online operations. The FDD specifies that the franchisee must not use Confidential Information with any generative, artificial intelligence tool or program, as this is considered disclosure to a third party and a breach of the agreement.
The confidentiality agreement outlines that Engel & Volkers will suffer irreparable injury if a franchisee discloses or misuses any Confidential Information. This underscores the importance of adhering to the confidentiality terms, as breaches can lead to legal action, including injunctions and financial penalties. Franchisees must implement robust security measures and ensure that their staff is well-trained in protecting sensitive online data.
In practical terms, prospective Engel & Volkers franchisees should carefully review the confidentiality agreement and understand the full scope of their obligations regarding internet and web-related information. They should also consider the costs associated with implementing and maintaining the necessary security measures to protect this information. It is advisable to seek legal counsel to fully understand the implications of this clause and to ensure compliance with the terms of the franchise agreement.