Does the definition of 'Confidential Information' for Engel & Volkers include software?
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
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 software. This means that any software utilized or related to the Engel & Volkers system is considered confidential and proprietary.
For a prospective franchisee, this has significant implications. It means that the franchisee is obligated to protect the confidentiality of any software provided by Engel & Volkers, including its source code, design, and functionality. The franchisee can only use the software as authorized by the franchise agreement and cannot disclose it to unauthorized third parties. This obligation extends not only to the franchisee but also to their employees and agents.
The FDD specifies that 'Confidential Information' includes all information, knowledge, trade secrets, or know-how utilized or embraced by the Engel & Volkers System, including computer files, databases, or software. It also encompasses the identity of, and all information relating to, the computer systems and software utilized under the Franchise Agreement. This broad definition underscores the importance Engel & Volkers places on protecting its proprietary technology and systems.
Failure to comply with these confidentiality obligations could result in legal action, including injunctions and monetary damages, as Engel & Volkers emphasizes the irreparable harm that could result from the misuse or disclosure of its confidential information. Therefore, a franchisee must implement robust security measures to safeguard the software and related information to avoid potential breaches of the franchise agreement.