Are commercially available off-the-shelf third-party software programs considered 'Confidential Information' for a Southern Steer franchise?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
- (d) "Confidential Information" means and includes all of the business, technology, marketing, operational and proprietary information developed, created, owned or licensed by the Franchisor including, but not limited to, the following: (a) all plans and specifications relating to the construction of any Southern Steer Business, drawings and renderings, FF&E specifications and pricing, the names of all Approved Suppliers and Designated Suppliers, pricing information for any Foods, Beverages and Products sold to any Southern Steer Business, unpublished menus and menu designs, and all food recipes and cooking techniques, (b) all business information, financial data and information, practices, procedures, processes, "know how" and business and operational systems of the Franchisor, (c) all marketing strategies, programs, and concepts, training programs, Brand Manual and materials, and operational and business development concepts, including but not limited to all store design, schematics, construction documents, and artwork, (d) all exclusive sales and marketing processes taught to the Franchisee's personnel during any training programs, (e) all training programs and materials, (f) all Trade Secrets, intellectual property, proprietary databases, computer processes, computer systems, computer software programs and all source codes for all computer software programs (excluding commercially available off-the-shelf third-party software programs), (g) all copyrighted materials that have not been publicly disclosed by the Franchisor which are marked as "confidential," (h) all patents of the Franchisor, including pending patents, (i) all password-protected websites designed, created and developed by the Franchisor, including all passwords, text, content, color schemes, images, graphics, information, look and feel, layout, methodology, metrics, graphical interfaces and functionality, and (j) all other written materials disclosed to the Franchisee which have been designated as "confidential" by the Franchisor.
Source: Item 5 — and 7 of the FDD, Section 3.1 of the Franchise Agreement and Section 4.1 of the Multi-Unit Development Agreement are hereby amended to state that payment of the initial franchise fee and development fee will be deferred until We have satisfied Our pre-opening obligations, and You have commenced business operations. (FDD pages 168–290)
What This Means (2025 FDD)
According to Southern Steer's 2025 Franchise Disclosure Document, commercially available off-the-shelf third-party software programs are explicitly excluded from the definition of 'Confidential Information.' The FDD defines what constitutes confidential information, outlining various business, technology, marketing, and operational data that Southern Steer considers proprietary.
Specifically, the definition of 'Confidential Information' includes plans for store construction, supplier lists, pricing details, menus, recipes, business practices, marketing strategies, training programs, and trade secrets. It also encompasses intellectual property, proprietary databases, computer processes, and software programs, including source codes.
However, the definition contains a notable exception: commercially available off-the-shelf third-party software programs are excluded from being classified as 'Confidential Information'. This means that franchisees are not bound by the same non-disclosure obligations for such software as they are for Southern Steer's proprietary systems and information. This distinction is important for franchisees as it clarifies what information they must keep confidential and what they are free to discuss or use without violating the franchise agreement.