What is the purpose of the Confidentiality Agreement within the Ancillary Agreements for Potbelly Sandwich Works?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 12.10 Entire Agreement. Except for the Ancillary Agreements, this Agreement, together with the Exhibits and Schedules hereto, and the Confidentiality Agreement set forth the entire understanding among the Parties concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings. There are no covenants, promises, agreements, representations, warranties, conditions or understandings, either oral or written, among the Parties or their respective Affiliates relating to the subject matter of this Agreement, other than those set forth herein or in the Ancillary Agreements. No alteration, amendment, change or addition to this Agreement shall be binding upon any Party unless in writing and signed by all the Parties. The submission of any unexecuted copy of this Agreement shall not constitute an offer
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to the 2025 FDD, the Confidentiality Agreement within the Ancillary Agreements for Potbelly Sandwich Works serves to protect the franchisor's proprietary and confidential information. This information is crucial to the operation and development of Potbelly Shops and includes various aspects of the business.
The agreement covers a wide range of confidential information, including site selection criteria, shop layouts, recipes, training materials, operational methods, marketing techniques, supplier information, computer software, and financial performance data. It also extends to customer-related data and future business plans. By designating this information as confidential, Potbelly Sandwich Works aims to maintain its competitive advantage and protect its brand integrity.
For a prospective franchisee, this means they will be legally bound to keep all such information confidential, both during the term of their franchise agreement and after its termination. Failure to comply with the Confidentiality Agreement could result in legal action and financial penalties. Franchisees should carefully review the scope of the Confidential Information as defined in the agreement to fully understand their obligations.