Does the definition of 'Confidential Information' for Engel & Volkers include materials?
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 materials. The FDD specifies that Confidential Information encompasses a wide array of items, including but not limited to Engel & Volkers' systems of operation, programs, services, products, customer-related information, practices, materials, books, records, manuals, computer files, databases, and software. This broad definition ensures that franchisees understand the extent of information they must protect.
This definition extends to all elements of the Engel & Volkers system, covering programs, products, services, equipment, technologies, policies, standards, requirements, criteria, and procedures. It also includes system documentation, specifications, procedures, systems, techniques, and activities related to the offer and sale of services at a franchised Engel & Volkers Residential Real Estate Brokerage. Furthermore, the definition covers sources of supply, construction plans, design, renovation, décor, equipment, signage, furniture, fixtures, and trade dress elements of the franchisee's office.
For a prospective Engel & Volkers franchisee, this means that a wide range of tangible and intangible items are considered confidential and must be protected. This includes not only documents and digital files but also physical materials related to the operation and branding of the franchise. Franchisees must take reasonable care to prevent the disclosure of this information, limiting its dissemination within their organization to individuals with a need to know and ensuring those individuals understand their confidentiality obligations. This comprehensive approach to defining Confidential Information is typical in franchising, as franchisors seek to protect their proprietary systems and methods.