What specific responsibilities regarding confidentiality are expected of a Hardees franchisee?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
arty, nor shall it be deemed a waiver of HR's right to demand exact compliance with any of the terms of this Agreement by the transferee, nor will it be deemed a waiver of HR's right to give or withhold consent to future Transfers.
11. GENERAL RELEASE
Except as set forth at the end of this Section 11, Developer (on behalf of itself and its parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities) and all individuals who execute this Agreement (each a "Releasor" and collectively, "Releasors"), freely and without any influence, forever release and covenant not to sue HR, its parents, subsidiaries, affiliates, predecessors and successors and their respective past and present officers, directors, managers, shareholders, members, agents and employees, in their corporate and individual capacities (collectively, "HR Releasees"), from any and all claims, demands, liabilities and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, suspected or unsuspected (collectively "claims"), that any Releasor now owns or holds or may in the future own or hold, based on, arising out of or relating to, in whole or in part, any fact, event, conduct or omission occurring on or before the date of this Agreement, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, claims for contribution, indemnity and/or subrogation, and claims arising out of, or relating to this Agreement and all other agreements between any Releasor and any HR Releasee, the sale of a franchise to any Releasor, the development of any Franchised Restaurant and the development and operation of all other restaurants operated by any Releasor that are or were franchised by HR or its parents, subsidiaries, affiliates or predecessors. Developer (on behalf of Releasors) expressly agrees that fair consideration has been given by HR for this release and fully understands that this is a negotiated, complete and final release of all claims. This release does not include a release of claims arising from representations in the Hardee's Franchise Disclosure Document provided to Developer in connection with this Agreement or any claims arising under any applicable state or federal franchise laws regulating the offer or sale of the franchise for this Agreement as of the date of this Agreement (including without limitation the FTC Rule on Franchising (16 C.F.R. Part 436).
12. COVENANTS
A. Best Efforts
During the Development Term, Developer and the Development Principal shall devote their best efforts to the development, management and operation of the Franchised Restaurants in the Development Territory.
B. Confidentiality
Developer acknowledges and agrees that: (1) HR owns all right, title and interest in and to the Hardee's System; (2) the Hardee's System includes trade secrets and confidential and proprietary information and know-how that give HR a competitive advantage; (3) the trade secrets and confidential and proprietary information and know-how derive independent economic value to HR from not being generally known to and not readily ascertainable by others; (4) HR has taken all measures appropriate to protect the trade secrets and the confidentiality of the proprietary information and know-how of the Hardee's System; (5) all material or other information now or hereafter provided or disclosed to Developer regarding the Hardee's System is disclosed in confidence; (6) Developer has no right to disclose any part of the Hardee's System to anyone who is not an employee of Developer; (7) Developer will disclose to its employees only those parts of the Hardee's System that an employee needs to know; (8) Developer will have a system in place to ensure that its employees keep confidential HR's and CJR's trade secrets and confidential and proprietary information, and, if requested by HR, Developer shall obtain from those of its employees designated by HR an executed Confidential Disclosure Agreement in the form prescribed by HR; (9) by entering into this Agreement, Developer does not acquire any ownership interest in the Hardee's System; and (10) Developer's use or duplication of the Hardee's System or any part of the Hardee's System in any other business, or disclosure of any part of the Hardee's System to others for use or duplication in any other
business, would constitute an unfair method of competition, for which HR and/or CJR would be entitled to all legal and equitable remedies, including injunctive relief, without posting a bond.
Developer shall not, during the Development Term or at any time thereafter, communicate or disclose any trade secrets or confidential or proprietary information or know-how of the Hardee's System to any unauthorized person, or do or perform, directly or indirectly, any other acts injurious or prejudicial to any of the Proprietary Marks or the Hardee's System. Any and all information, knowledge, know-how and techniques, including all drawings, materials, equipment, specifications, recipes, techniques and other data that HR or its affiliates designate as confidential shall be deemed confidential for purposes of this Agreement.
If Developer develops any new concepts, processes or improvements relating to the Hardee's System, Developer promptly shall notify HR and provide HR with all information regarding the new concept, process or improvement, all of which shall become the property of HR and its affiliates and which may be incorporated into the Hardee's System without any payment to Developer. Developer promptly shall take all actions deemed necessary or desirable by HR to vest in HR ownership of such concepts, processes or improvements.
C. Restrictions
- (1) Developer acknowledges and agrees that: (a) pursuant to this Agreement, Developer will have access to valuable trade secrets, specialized training and other confidential information from HR and/or its affiliates regarding the development, operation, product preparation and sales, market and operations research, advertising and marketing plans and strategies, purchasing, sales and marketing methods and techniques of HR and its affiliates and the Hardee's System; (b) the know-how regarding the Hardee's System and the opportunities, associations and experience acquired by Developer pursuant to this Agreement are of substantial value; (c) in developing the Hardee's System, HR and its affiliates have made substantial investments of time, effort, and money;
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to the 2025 Hardees Franchise Disclosure Document, franchisees have several responsibilities regarding the confidentiality of the Hardees System's proprietary information. Hardees considers its system, including trade secrets and confidential know-how, as assets that provide a competitive advantage. Franchisees must acknowledge Hardees' ownership and the economic value derived from keeping this information secret. This means franchisees cannot disclose any part of the Hardees System to anyone outside of their employees who need to know it.
To ensure confidentiality, Hardees franchisees must implement a system to keep Hardees' and CJR's trade secrets and proprietary information confidential. If requested by Hardees, franchisees must obtain executed Confidential Disclosure Agreements from designated employees. Franchisees do not acquire any ownership interest in the Hardees System by entering into the agreement and are prohibited from using or duplicating the Hardees System in any other business. They are also barred from disclosing any part of the Hardees System to others for use or duplication in another business.
Furthermore, franchisees gain access to valuable trade secrets, specialized training, and confidential information regarding development, operations, product preparation, sales, market research, advertising, purchasing, and marketing methods. Franchisees must protect the Confidential Information as trade secrets of CKR, PAR Brink and CrunchTime. They are prohibited from modifying, reverse engineering, decompiling, or transferring the Confidential Information. They also must safeguard the Confidential Information from theft, piracy, or unauthorized access, informing their employees of their confidentiality obligations and taking reasonable steps to prevent unauthorized disclosure or use.
If a franchisee discovers any prohibited use or disclosure of confidential information, they must immediately notify CKR and fully cooperate to regain possession of the information and prevent further unauthorized use or disclosure. Franchisees are also prohibited from communicating or disclosing any trade secrets or confidential information to any unauthorized person, or performing any acts injurious to the Proprietary Marks or the Hardees System. Any new concepts, processes, or improvements developed by the franchisee related to the Hardees System must be promptly reported to Hardees and become the property of Hardees without any payment to the franchisee.