Does the definition of 'Confidential Information' for Engel & Volkers include modifications and variations of 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 modifications and variations of the Engel & Volkers System. This means that any changes, improvements, or adaptations made to the core systems, methods, or processes are considered confidential and proprietary to Engel & Volkers.
For a prospective franchisee, this has significant implications. It means that you are not only bound to protect the original Engel & Volkers System as it is initially presented, but also any updates, changes, or modifications that are implemented during the course of your franchise agreement. This obligation extends to any additions, improvements, or deletions made to the Engel & Volkers System.
This broad definition of Confidential Information is typical in franchising, as franchisors need to protect their intellectual property and operational methods. Franchisees must be diligent in safeguarding all aspects of the Engel & Volkers System, including any modifications, to avoid potential legal repercussions. This includes maintaining the confidentiality of all materials, systems, and communications related to these modifications and variations.