Does the definition of 'Confidential Information' for Engel & Volkers include programs?
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 programs. This means that any information, knowledge, trade secrets, or know-how related to Engel & Volkers' systems of operation, programs, services, and products are considered confidential. This extends to all elements of the Engel & Volkers system, including programs, products, services, equipment, technologies, policies, standards, requirements, criteria, and procedures.
For a prospective Engel & Volkers franchisee, this means that they are obligated to protect a wide array of information related to the Engel & Volkers system. This obligation extends not only to the franchisee but also to their employees, who must understand their duty to maintain confidentiality. The franchisee must prevent unauthorized use or disclosure of this information, and this responsibility survives even if the franchisee decides not to enter into a franchise relationship with Engel & Volkers.
The confidentiality agreement also restricts the use of confidential information with generative AI tools, which is considered a breach of the agreement. This highlights the importance Engel & Volkers places on protecting its proprietary information in an evolving technological landscape. Franchisees must take reasonable care to prevent disclosure and limit dissemination within their organization, ensuring that everyone understands their obligations.
Engel & Volkers emphasizes the importance of protecting its confidential information, as any breach could cause irreparable injury. The franchisee acknowledges that Engel & Volkers is entitled to equitable remedies, such as injunctions, to prevent misuse or disclosure of confidential information. This underscores the seriousness with which Engel & Volkers views the protection of its trade secrets and proprietary information.