What is the franchisee's obligation regarding the confidentiality of Jersey Mikes' proprietary information during and after the term of the Franchise Agreement?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
SEY MIKE'S franchises.
Proprietary Information
Your entire knowledge of the operation of a JERSEY MIKE'S Restaurant, including the knowledge or know-how regarding the specifications, standards and operating procedures of a JERSEY MIKE'S Restaurant is derived from information disclosed to you by Company, and certain of this information is proprietary, confidential and a trade secret of Company. You will maintain the absolute confidentiality of all proprietary information during and after the term of the Franchise Agreement and will not use any of this information in any other business or in any manner not specifically authorized or approved in writing by Company.
You will divulge confidential information only to your employees who must have access to it in order to operate the Franchised Restaurant. Any information, knowledge and know-how, including drawings, materials, equipment, techniques, restaurant systems, product formulae, recipes, methods, procedures and other data (including customer data) will be deemed confidential for pur poses of the Franchise Agreement, except information which you can demonstrate came to your attention, had become a part of the public domain, through publication or communication by others; or which, after disclosure to you by Company, becomes a part of the public domain, through publication or communication by others, so long a s such disclosure was not caused by you. Company is the sole owner of all confidential information.
All your employees having access to confidential information, agreements or other proprietary information of Company will sign confidentiality with confidentiality obligations no less stringent than those contained in your Franchise Agreement. Company may seek equitable relief for any breach of the terms of Sections 6, 7 and 8 of the Franchise Agreement.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 55–56)
What This Means (2025 FDD)
According to Jersey Mike's 2025 Franchise Disclosure Document, franchisees have a strict obligation to maintain the confidentiality of proprietary information both during and after the term of the Franchise Agreement. This includes maintaining the absolute confidentiality of all proprietary information and not using it in any business or manner not explicitly authorized by Jersey Mike's in writing. This obligation extends beyond the agreement's term, ensuring the protection of Jersey Mike's trade secrets and confidential data indefinitely. Franchisees must ensure their employees who have access to confidential information also uphold these confidentiality obligations.
Jersey Mike's defines confidential information broadly, encompassing knowledge of restaurant operations, specifications, standards, and operating procedures. It also includes drawings, materials, equipment, techniques, restaurant systems, product formulas, recipes, methods, procedures, and other data. The franchisee can only divulge confidential information to employees who need it to operate the franchised restaurant. All employees must sign confidentiality agreements with obligations no less stringent than those in the Franchise Agreement.
There are exceptions to this confidentiality requirement. Information is not considered confidential if the franchisee can prove it was already known to them, or if it became part of the public domain through no fault of their own. Jersey Mike's retains sole ownership of all confidential information, and may pursue legal remedies, including equitable relief, for breaches of confidentiality obligations. This underscores the importance of safeguarding Jersey Mike's proprietary information to protect the brand's competitive advantage and operational integrity.
Prospective franchisees should carefully review the definition of confidential information in the Franchise Agreement and understand the scope of their confidentiality obligations. They should also establish robust internal procedures to protect confidential information and ensure employee compliance with confidentiality agreements. Understanding these obligations is crucial for maintaining a successful and compliant franchise operation with Jersey Mike's.