Does the definition of 'Confidential Information' for Engel & Volkers include requirements?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor is disclosing the Confidential Information to Recipient solely on the condition that Recipient agree, and Recipient does hereby agree, that any Confidential Information received from Franchisor (a) shall only be used for purposes of evaluating whether Recipient desires to directly or indirectly enter into a franchise relationship with Franchisor, (b) will not be used in any other business, manner or capacity, (c) will have its absolute confidentiality maintained, (d) will not be copied without authorization, and (e) will not be disclosed to any third party without the prior written consent of Franchisor.
Recipient agrees that use of Confidential Information in connection with any generative, artificial intelligence tool or program is considered disclosure of such Confidential Information to a third party and constitutes a breach of this Agreement.
Recipient agrees to use reasonable care to prevent the disclosure of the Confidential Information to any third party, and further agrees to limit the dissemination of the Confidential Information within its own organization to individuals whose duties justify the need to know such information, and then only provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of the Confidential Information and to restrict its use solely to the purposes specified herein.
Each other person receiving the Confidential Information must also sign a copy of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 88–302)
What This Means (2025 FDD)
According to the 2025 Engel & Volkers Franchise Disclosure Document, the definition of 'Confidential Information' includes specific requirements and restrictions for the recipient. Engel & Volkers is disclosing confidential information to the recipient only if the recipient agrees to certain conditions.
The recipient must agree that any confidential information received from Engel & Volkers (a) shall only be used for evaluating whether the recipient desires to enter into a franchise relationship with Engel & Volkers, (b) will not be used in any other business, manner, or capacity, (c) will have its absolute confidentiality maintained, (d) will not be copied without authorization, and (e) will not be disclosed to any third party without the prior written consent of Engel & Volkers. The recipient also agrees that using confidential information with any generative, artificial intelligence tool or program is considered disclosure to a third party and a breach of the agreement.
The recipient must use reasonable care to prevent the disclosure of confidential information to any third party and limit its dissemination within their organization to individuals with a need to know, provided those individuals understand their obligation to maintain confidentiality. Each person receiving confidential information must also sign a copy of the agreement. These requirements ensure that Engel & Volkers' proprietary information is protected during the evaluation phase and beyond, even if the recipient does not ultimately become a franchisee.