What are the specific examples of Trade Secrets that a Management Recruiters franchisee must keep confidential?
Management_Recruiters Franchise · 2024 FDDAnswer from 2024 FDD Document
- 16.1. Trade Secrets. Franchisee agrees that all Trade Secrets are and will remain the confidential and trade secret property of Franchisor. Upon expiration or termination of this Agreement for any reason, and as a condition precedent to receiving payment of any sums due from Franchisor upon such expiration or termination, Franchisee shall immediately return to Franchisor all material containing Trade Secrets, including all copies thereof and shall provide Franchisor with a sworn affidavit confirming that it has fully complied with this Section 16.
- 16.2. Limits on Use. Franchisee acknowledges and agrees that ownership of all rights, title and interest in the Trade Secrets are and shall remain vested solely in Franchisor and Franchisee disclaims any right or interest therein or the goodwill derived therefrom. Franchisee shall acquire no interest in the Trade Secrets other than the right to use them in developing and conducting the Franchise Business during this Agreement's Term. Franchisee shall not challenge or contest the rights, title, or interest of Franchisor in and to the Trade Secrets. Franchisee's duplication or use of the Trade Secrets in any other endeavor or business shall constitute an unfair method of competition. Franchisee shall:
- not use the Trade Secrets in any business or other endeavor other than in connection with the Franchise Business;
- maintain absolute confidentiality of the Trade Secrets during and after this Agreement's term;
- make no unauthorized copy of any portion of the Trade Secrets, including, without limitation, the Brand Standards Materials, bulletins, supplements, forms such as customer applications and applications for temporary personnel, confidential correspondence, or other confidential communications, whether written or oral; and
- implement, maintain, and diligently utilize all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use and disclosure of the Trade Secrets, including, without limitation, restrictions on disclosure to employees and use of nondisclosure and non-competition provisions as Franchisor prescribes in employment agreements with employees who may have
Source: Item 23 — RECEIPTS (FDD pages 67–327)
What This Means (2024 FDD)
According to the 2024 Management Recruiters FDD, franchisees must maintain absolute confidentiality of the Trade Secrets during and after the agreement term. Examples of trade secrets include the Brand Standards Materials, bulletins, supplements, forms such as customer applications and applications for temporary personnel, confidential correspondence, and other confidential communications, whether written or oral. Franchisees must not make unauthorized copies of any portion of the Trade Secrets.
Management Recruiters requires franchisees to implement and diligently utilize all reasonable procedures prescribed by Management Recruiters to prevent unauthorized use and disclosure of Trade Secrets. This includes restrictions on disclosure to employees and the use of nondisclosure and non-competition provisions in employment agreements with employees who may have access to the Trade Secrets.
Upon expiration or termination of the Franchise Agreement, franchisees must immediately return to Management Recruiters all material containing Trade Secrets, including all copies, and provide a sworn affidavit confirming full compliance with these confidentiality obligations. Franchisees acknowledge that ownership of all rights, title, and interest in the Trade Secrets remain vested solely in Management Recruiters, and franchisees acquire no interest in them other than the right to use them in developing and conducting the Franchise Business during the agreement's term. Duplication or use of the Trade Secrets in any other endeavor or business constitutes an unfair method of competition.