Can an Engel & Volkers franchisee divulge Confidential Information to any third party?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
You must treat all business and operational secrets and all information you receive, either directly or indirectly, about the Engel & Völkers System and from the know-how included in the System Documentation ("Confidential Information") in strict confidence and not divulge it to any third party. Access to this Confidential Information by your employees and sales advisors must be restricted to the necessary minimum (need-to-know) and may only be used for purposes of performing under your Franchise Agreement. During the Term of the Franchise Agreement or afterwards, you cannot use any Confidential Information, directly or indirectly, in any other business or in any other manner or obtain any benefit not specifically approved in writing by us. You must impose these secrecy undertakings on your employees and independent sales advisors. These confidentiality obligations will continue after termination or expiration of the Franchise Agreement. However, you are permitted to use any information, knowledge and transferred know-how which has meanwhile become generally known and easy to obtain, except in cases where this has occurred as a result of a breach of the Franchise Agreement.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 59–61)
What This Means (2025 FDD)
According to Engel & Volkers's 2025 Franchise Disclosure Document, franchisees are strictly prohibited from divulging Confidential Information to any third party. Confidential Information includes business and operational secrets, as well as any information received about the Engel & Völkers System and know-how included in the System Documentation. This obligation extends not only during the term of the Franchise Agreement but also after its termination or expiration. Franchisees are permitted to use information that has become generally known and easy to obtain, unless it became so due to a breach of the Franchise Agreement.
Engel & Volkers requires franchisees to restrict access to Confidential Information to only those employees and sales advisors who have a need-to-know for performing their duties under the Franchise Agreement. Franchisees must also ensure that their employees and independent sales advisors adhere to these secrecy obligations. This means franchisees need to implement internal policies and procedures to safeguard Confidential Information and ensure that all personnel are aware of their responsibilities.
Furthermore, franchisees are also responsible for maintaining the confidentiality of proprietary information related to the Licensed Materials, which include the Integrated Product Suite and information technology provided by Engel & Volkers. Franchisees must ensure that only licensed users have access to these materials and must discontinue access rights for terminated employees or sales advisors. Reasonable security measures must be employed to prevent unauthorized disclosure or access, potentially including non-disclosure agreements with licensed users. This highlights the importance of data security and access control within the franchise operation.
In summary, Engel & Volkers places a strong emphasis on protecting its Confidential Information and Licensed Materials. Franchisees must take proactive steps to maintain confidentiality, including restricting access, implementing security measures, and ensuring that all personnel are bound by confidentiality obligations. Failure to comply with these requirements could have significant legal and financial consequences for the franchisee.