Under what circumstances is an Engel & Volkers recipient NOT obligated to maintain confidentiality regarding information disclosed to them?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 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 the Recipient and then only after said date; or (c) which Recipient can demonstrate was in its possession through valid means before receipt.
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, a recipient is not obligated to maintain confidentiality under specific conditions. This applies to information that is already available to the general public at the time of disclosure. Similarly, if the information later becomes publicly available through no fault of the recipient, the confidentiality obligation ceases from that later date forward. Finally, if the recipient can demonstrate they already possessed the information through valid means before receiving it from Engel & Volkers, they are not bound by confidentiality obligations.
For a prospective Engel & Volkers franchisee, this means that information independently obtained or already in the public domain is not subject to the confidentiality restrictions imposed by the franchise agreement. This is a fairly standard clause in franchise agreements, as it would be unreasonable to restrict someone from using information they already knew or that is widely known.
However, it is crucial for the franchisee to be able to clearly demonstrate prior possession or the public availability of the information. The burden of proof rests on the franchisee to show that the information falls under one of these exceptions. This could involve maintaining records or documentation that supports their claim. Engel & Volkers defines "Confidential Information" very broadly, so understanding these exceptions is important.