What specific condition does Engel & Volkers place on the recipient's agreement regarding the use of Confidential Information?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
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 evaluating whether Recipient desires to directly or indirectly enter into a franchise relationship with Franchisor, (b) will not be used in any other business, manner or capacity, (c) will have its absolute confidentiality maintained, (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.
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 Engel & Völkers.
Upon completion of its review of the Confidential Information (or sooner upon request), Recipient agrees to return to Franchisor all written materials (including all copies thereof, if any) received from Engel & Völkers or any Engel & Völkers' master franchisees or franchises.
Recipient shall be under no obligation under this Agreement with respect to any information (a) which is, at the time of the disclosure, available to the general public; (b) which becomes at a later date available to the general public through no fault of Recipient and then only after said date; or (c) which Recipient can demonstrate was in its possession before receipt.
Recipient acknowledges and agrees that Engel & Völkers will suffer irreparable injury not capable of precise measurement in monetary damages if Recipient discloses or misuses any Confidential Information.
Source: Item 23 — RECEIPTS (FDD pages 88–302)
What This Means (2025 FDD)
According to the 2025 Engel & Volkers Franchise Disclosure Document, the recipient of confidential information must agree to specific conditions. Engel & Volkers is disclosing confidential information solely under the condition that the recipient agrees that any confidential information received from Engel & Volkers (a) shall only be used for purposes of evaluating whether Recipient desires to directly or indirectly enter into a franchise relationship with Franchisor, (b) will not be used in any other business, manner or capacity, (c) will have its absolute confidentiality maintained, (d) will not be copied without authorization, and (e) will not be disclosed to any third party without the prior written consent of Franchisor.
This means a prospective franchisee can only use the confidential information to assess the franchise opportunity with Engel & Volkers. They cannot use this information for any other business ventures or purposes. The recipient must maintain absolute confidentiality, prevent unauthorized copying, and avoid disclosing the information to any third party without Engel & Volkers' prior written consent.
Furthermore, the agreement explicitly states that using confidential information with any generative, artificial intelligence tool or program is considered a breach of the agreement, as it constitutes disclosure to a third party. This highlights the importance Engel & Volkers places on maintaining the secrecy of its proprietary information and the measures it takes to prevent unauthorized use or dissemination. The recipient's obligation to maintain the confidentiality of the Confidential Information survives any decision by Recipient not to enter a franchise relationship with Engel & Völkers.