What does the Engel & Volkers franchise agreement state regarding the confidentiality of the System Documentation?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
prevail. The System Documentation may be modified by Franchisor in its sole business judgment at any time.
11.3 Confidentiality, Copyright, etc.: Franchisee hereby agrees to treat the System Documentation as strictly confidential and not to allow any unauthorized persons to read or use them or to have access to them. The System Documentation and the copyright on them remain the sole and exclusive property of Franchisor. Franchisee may only use the System Documentation during the Term and may only use them for purposes of operating its business in compliance with the ENGEL & VÖLKERS System. The System Documentation at all times shall remain the exclusive property of Franchisor, and Franchisee shall return all copies of the System Documentation, in whatever format, which Franchisee may have made or obtained to Franchisor promptly upon request by Franchisor and, in any event, upon termination or expiration of this Agreement for any reason whatsoever. Franchisee shall not at any time copy, duplicate, record or otherwise reproduce or transcribe any of the System Documentation or any of the forms supplied by Franchisor hereunder without Franchisor's prior written consent. If the System Documentation is supplied electronically, Franchisee may print one copy for its personal use in the operation of the Residential Real Estate Brokerage.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers's 2025 Franchise Disclosure Document, the franchise agreement emphasizes the strict confidentiality of the System Documentation. Franchisees must treat the System Documentation as strictly confidential and are prohibited from allowing unauthorized individuals to access, read, or use it. The copyright and ownership of the System Documentation remain the sole and exclusive property of Engel & Volkers. Franchisees are permitted to use the System Documentation only during the term of the agreement and solely for operating their business in compliance with the Engel & Volkers System.
Upon request or termination of the agreement, franchisees must promptly return all copies of the System Documentation, regardless of format, to Engel & Volkers. Franchisees are forbidden from copying, duplicating, recording, or reproducing the System Documentation or any forms provided by Engel & Volkers without prior written consent. If the System Documentation is provided electronically, franchisees are allowed to print one copy for their personal use in operating the Residential Real Estate Brokerage.
Engel & Volkers also states that franchisees must maintain the absolute confidentiality of any confidential information received, including the System Documentation, both during and after the term of the Franchise Agreement. This information can only be used for performing the Franchise Agreement and cannot be used in any other business or capacity. Franchisees must prevent disclosure to any third party and limit dissemination within their organization to individuals with a need to know, ensuring those individuals understand their obligation to maintain confidentiality. Use of confidential information with generative AI tools is considered a breach of the agreement.
These confidentiality requirements are typical in franchising to protect the franchisor's proprietary information and maintain consistency across the franchise system. Prospective Engel & Volkers franchisees should carefully review these terms to understand their obligations regarding the System Documentation and other confidential information, as violations could lead to legal and financial repercussions.