What rights does Engel & Volkers have if a franchisee breaches the confidentiality provisions of the agreement?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
Suite, Licensed Materials and Proprietary Information sign appropriate nondisclosure agreements which are acceptable to Franchisor, to prevent any unauthorized
disclosure of or access to the Proprietary Information and shall immediately advise Franchisor of any information it has or receives of any unauthorized disclosure or access. Franchisee shall have no confidentiality obligations under this Section with respect to that Proprietary Information that becomes part of the public domain through no breach of any confidentiality obligation of any person.
7.11 Franchisor's Rights Upon Breach. Franchisee acknowledges and agrees that the remedy at law for any breach by Franchisee of any provisions of this Agreement regarding the ownership, confidentiality or nondisclosure of the Integrated Product Suite, the Licensed Materials or other Proprietary Information will be inadequate and Franchisor would suffer continuing and irreparable injury to its business as a direct result of such violations or events.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, if a franchisee breaches the confidentiality undertakings outlined in Section 15 of the franchise agreement, Engel & Volkers is entitled to specific performance and injunctive relief. This means Engel & Volkers can take legal action in a court of competent jurisdiction to compel the franchisee to adhere to the confidentiality provisions and to prevent the franchisee from further violations. The document specifies that Engel & Volkers does not need to provide a bond to obtain such an injunction.
This right acknowledges that a monetary remedy may not adequately compensate Engel & Volkers for the continuing and irreparable harm to its business resulting from a breach of confidentiality. The ability to seek an injunction allows Engel & Volkers to promptly stop the unauthorized use or disclosure of its proprietary information, which is crucial for maintaining its competitive advantage and the integrity of its system.
In addition to injunctive relief, Engel & Volkers retains all other remedies available to it under the law. This could include seeking monetary damages to cover any losses suffered as a result of the franchisee's breach of confidentiality. Furthermore, franchisees may also be liable for payment of compensation to other Engel & Volkers franchisees who may thereby have suffered loss in individual cases. This provision underscores the importance of protecting confidential information within the Engel & Volkers franchise system and the potential consequences for franchisees who fail to do so.