How must an Engel & Volkers franchisee treat the System Documentation?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
ty of this proprietary information. This includes informing your residential manager, officer manager and other personnel that these materials are proprietary and supervising their use by them.
You must treat the System Documentation as strictly confidential and not allow any unauthorized persons to read them or have access to them. The System Documentation and the copyright on them remain our sole and exclusive property. You may only use the System Documentation during the term of your Franchise Agreement. The System Documentation at all times shall remain our exclusive property, and you must return the System Documentation (and all copies which you have made or obtained) to us promptly upon our request and, in any event, upon termination or expiration of your Franchise Agreement for any reason. You may not at any time copy, duplicate, record or otherwise reproduce or transcribe any of the System Documentation or any of the forms we supply without our prior written consent. If the System Documentation are supplied electronically, you may print one copy for your personal use. Although we have not filed an application for a copyright registration for these materials, we claim a copyright for all of these materials and the information is proprietary. The use of the material is limited only to you and your employees.
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.
We require you to promptly tell us if you learn about any unauthorized use of these materials. We are not obligated to take any action but will respond to this information as we think appropriate.
We will mutually agree to exchange ideas and suggestions for amendments and improvements to the Engel & Völkers System. You must inform us of all experience gained during use of the Engel & Völkers System and the rights under your Franchise Agreement and allow us and other master franchisees to use the know-how gained from your experience free of charge. We will have a perpetual, royalty-free license to use any of those amendments or improvements offered by you.
Under the Franchise Agreement you will sign with us, you will be granted a license to use our proprietary Integrated Product Suite and information technology ("Licensed Materials"). You must ensure that only licensed users use or have access to the Licensed Materials. If your employees or sales advisors are terminated, you must discontinue their access rights to the Licensed Materials. You must keep secret and confidential, and not disclose, the proprietary information related to the Licensed Materials. You have to employ reasonable security measures to prevent unauthorized disclosure or access to that proprietary information, which may include obtaining suitable non-disclosure agreements from the licensed users.
Item 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
We neither require nor make any recommendations that you personally supervise or participate in the actual operation of your franchised business.
If you do not personally participate, you must employ a brokerage manager. The brokerage manager must be a licensed real estate broker in your state able to supervise the franchised business on a full-time basis. Except for the licensing requirement, we do not limit who you may hire as a broker manager. The brokerage manager must continuously exert his or her best efforts during normal business hours to promote and manage the franchised business. That person must not engage in any other business or activity that requires his or her active participation during normal business hours or that may conflict with your obligations under the Franchise Agreement. We do not require your brokerage manger to have an equity interest in your franchised business; however, your brokerage manager must agree in writing to preserve the confidentiality of any confidential information to which they have access. If an individual Franchisee or the Principals of a business entity Franchisee will not be active in the Residential Real Estate Brokerage, then your brokerage manager must attend the required training courses. The person or persons attending the training must complete the training, but there is no test that they must successfully pass.
Each owner of 10% or more of a franchisee that is an entity (we call them the "Principals") must sign the Principal's Guarantee and Assumption of Obligations, attached as Appendix 4 to the Franchise Agreement and the Principal's Confidentiality Agreement and Covenants Not to Compete, attached as Appendix 3 to the Franchise Agreement. If the Principal is in a community property state, his or her spouse or domestic partner may also have to sign the Guarantee form. All Principals must also sign the Principal's Acknowledgement following the signature page of the Franchise Agreement, agreeing to bound by specific rights and duties mentioned in that Franchise Agreement. Your non-competition obligations and that of your Principals under the Franchise Agreement are described in Items 17q and r. of this Franchise Disclosure Document. Your confidentiality obligations are described in Section 15 of the Franchise Agreement, and your Principal's confidentiality obligations are described in Section 23.4 of the Franchise Agreement. See also Item 14.
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 must treat the System Documentation as strictly confidential. This means franchisees cannot allow unauthorized individuals to access or read the documentation. Engel & Volkers retains sole and exclusive ownership of the System Documentation, including all copyrights. Franchisees are permitted to use the System Documentation only during the term of their Franchise Agreement. Upon request or termination of the agreement, franchisees must promptly return all System Documentation and any copies made. Franchisees are prohibited from copying, duplicating, recording, or reproducing the System Documentation or any supplied forms without prior written consent from Engel & Volkers. If the System Documentation is provided electronically, franchisees may print one copy for personal use. The use of the material is limited only to the franchisee and their employees. Franchisees must also protect all business and operational secrets and information received about the Engel & Völkers System, classified as "Confidential Information." Access to this information by employees and sales advisors must be limited to a need-to-know basis and used only for fulfilling the Franchise Agreement.
During and after the Franchise Agreement, franchisees cannot use any Confidential Information in any other business or manner without written approval from Engel & Volkers. Franchisees are required to impose these secrecy obligations on their employees and independent sales advisors, and these obligations continue after the termination or expiration of the Franchise Agreement. However, franchisees are allowed to use information that has become generally known, unless it became known due to a breach of the Franchise Agreement. Franchisees must promptly inform Engel & Volkers of any unauthorized use of these materials.
Engel & Volkers also grants franchisees a license to use their proprietary Integrated Product Suite and information technology, referred to as "Licensed Materials." Franchisees must ensure that only licensed users have access to these materials and must discontinue access rights for terminated employees or sales advisors. Franchisees are obligated to keep the proprietary information related to the Licensed Materials secret and confidential and must employ reasonable security measures to prevent unauthorized disclosure or access, including obtaining non-disclosure agreements from licensed users. Franchisees must exert reasonably prudent efforts to maintain the confidentiality of proprietary information, including informing their residential manager, officer manager and other personnel that these materials are proprietary and supervising their use by them.
These stipulations are typical in franchising, as franchisors need to protect their intellectual property and trade secrets. The restrictions placed on Engel & Volkers franchisees are designed to maintain the integrity and exclusivity of the Engel & Volkers system. Franchisees should be aware of these obligations and ensure they have adequate procedures in place to safeguard confidential information and licensed materials.