What are the specific obligations of each Restricted Person regarding Hck Hot Chicken Trade Secrets?
Hck_Hot_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor may disclose certain of its Trade Secrets to Restricted Persons in the HCK Hot Chicken Brand Standards Manual, bulletins, supplements, confidential correspondence, or other confidential communications, and through the Franchisor's training program and other guidance and management assistance, and in performing Franchisor's other obligations and exercising Franchisor's rights under this Agreement. "Trade Secrets" shall not include information which: (a) has entered the public domain or was known to Franchisee prior to Franchisor's disclosure of such information to Franchisee, other than by the breach of an obligation of confidentiality owed (by anyone) to Franchisor or its Affiliates; (b) becomes known to the Restricted Persons from a source other than Franchisor or its Affiliates and other than by the breach of an obligation of confidentiality owed (by anyone) to Franchisor or its Affiliates; or (c) was independently developed by Franchisee without the use or benefit of any of the Franchisor's Trade Secrets.
The burden of proving the applicability of the foregoing will reside with Franchisee.
- 12.2.2 Each Restricted Person shall acquire no interest in the Trade Secrets other than the right to use them in developing and operating the Franchised Restaurant during the Term of this Agreement.
A Restricted Person's duplication or use of the Trade Secrets in any other endeavor or business shall constitute an unfair method of competition.
Each Restricted Person shall: (i) not use the Trade Secrets in any business or other endeavor other than in connection with the Franchised Restaurant; (ii) maintain absolute confidentiality of the Trade Secrets during and after the Term of this Agreement; and (iii) make no unauthorized copy of any portion of the Trade Secrets, including the HCK Hot Chicken Brand Standards Manual, bulletins, supplements, confidential correspondence, or other confidential communications, whether written or oral.
Franchisee shall operate the Restaurant and implement all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use and disclosure of the Trade Secrets, including, implementing restrictions and limitations as Franchisor may prescribe on disclosure to employees and use of non-disclosure and noncompetition provisions in employment agreements with employees who may have access to the Trade Secrets.
Promptly upon Franchisor's request, Franchisee shall deliver executed copies of such agreements to Franchisor.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Hck Hot Chicken Franchise Disclosure Document, a Restricted Person's obligations regarding trade secrets are clearly defined. A Restricted Person includes the franchisee and anyone else affiliated with the franchise who has access to Hck Hot Chicken's trade secrets. These trade secrets are revealed in the HCK Hot Chicken Brand Standards Manual, training programs, and other confidential communications.
Specifically, each Restricted Person only has the right to use Hck Hot Chicken's trade secrets to develop and operate their franchised restaurant during the term of the franchise agreement. Any use or duplication of these trade secrets outside of the franchised restaurant is considered an unfair method of competition.
Each Restricted Person must maintain absolute confidentiality of the trade secrets both during and after the franchise agreement. They are prohibited from using the trade secrets in any business other than the Hck Hot Chicken franchise. Furthermore, they cannot make any unauthorized copies of the trade secrets, including the HCK Hot Chicken Brand Standards Manual, bulletins, or any other confidential communications. The franchisee is responsible for implementing procedures to prevent unauthorized use and disclosure of trade secrets, including using non-disclosure and non-competition agreements with employees who have access to the trade secrets, and providing copies of these agreements to Hck Hot Chicken upon request.