Does Engel & Volkers require absolute confidentiality to be maintained for the confidential information?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
r names and passwords); Franchisor's training and other instructional programs and materials; all elements of Franchisor's recommended staffing, staff training and staff certification policies and procedures; all communications between Franchisor and Franchisee; additions or improvements to, deletions from and modifications and variations of the components of the ENGEL & VÖLKERS System and the other systems and methods of operations which Franchisor employs now or in the future; research, development and test programs for services and operations; and, all other information, knowledge and know-how which either Franchisor or their respective affiliates, now or in the future, designate as confidential.
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- 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 performing the Franchise Agreement, (b) will not be used in any other business, manner or capacity, (c) will have its absolute confidentiality maintained both during and after the Term of the Franchise Agreement, (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.
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- Recipient acknowledges that no other right or license to use the Confidential Information is granted by this Agreement, and agrees that the amount of the Confidential Information to be disclosed to Recipient is completely within the discretion of Franchisor.
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- Recipient hereby agrees to inform Franchisor of all experience gained during use of the Engel & Völkers System and the rights under the Franchise Agreement, and to allow Franchisor and other Engel & Völkers franchisees to use the know-how gained from his/her/its experience free of charge.
Recipient hereby assigns to Franchisor any such amendments or improvements to the Engel & Völkers System.
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- Upon termination or expiration of the Franchise Agreement, or earlier if requested by Franchisor, Recipient will return all Confidential Information (including any copies thereof that Franchisor may have permitted Recipient to make) to Franchisor.
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Source: Item 23 — RECEIPTS (FDD pages 88–302)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, recipients of confidential information must agree to maintain its absolute confidentiality. This requirement is part of the agreement a potential franchisee enters into when evaluating whether to establish a franchise relationship with Engel & Volkers. The confidential information can only be used for the purpose of evaluating the franchise opportunity and cannot be used in any other business or capacity. Unauthorized copying is prohibited, and disclosure to any third party requires prior written consent from Engel & Volkers. The agreement also specifies that using confidential information with generative AI tools is considered a breach of the agreement.
To ensure confidentiality, recipients must use reasonable care to prevent disclosure and limit dissemination within their organization to individuals with a need to know. These individuals must understand their obligation to maintain confidentiality and restrict use to the specified purposes. All individuals receiving confidential information are required to sign a copy of the confidentiality agreement. Upon completing the review of confidential information, all written materials, including copies, must be returned to Engel & Volkers.
The agreement outlines exceptions where the recipient is not obligated to maintain confidentiality. These exceptions include information that is already publicly available at the time of disclosure, information that later becomes publicly available through no fault of the recipient, and information that the recipient can prove was already in their possession before receipt. Engel & Volkers emphasizes that any disclosure or misuse of confidential information by the recipient will cause irreparable injury that cannot be precisely measured in monetary damages.
This confidentiality obligation survives any decision by the recipient not to enter into a franchise relationship with Engel & Volkers. This means that even if the recipient decides not to become a franchisee, they are still legally bound to protect the confidential information they received. The agreement is governed by the laws of the State of New York, and any litigation related to the agreement must be instituted in a court of competent jurisdiction located in New York, NY.