What is considered 'Confidential Information' related to a Southern Steer franchise?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information. "Confidential Information" will mean and include 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Designated Suppliers, pricing information for any Foods, Beverages and Products sold to any Southern Steer Business, unpublished menus and menu designs, and all food recipes and cooking techniques, (b) all business information, financial data and information, practices, procedures,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.
The Franchisee and its employees and agents will not disclose to any person or Entity the name, addresses or any other information relating to any customers or guests of any Southern Steer Business, including the Franchisee's Southern Steer Business, except as authorized electronically or in writing by the customer or guest.
Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)
What This Means (2025 FDD)
According to Southern Steer's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary assets developed, owned, or licensed by the franchisor. This includes business, technology, marketing, and operational information. For a prospective franchisee, understanding the scope of this definition is crucial, as it dictates what information must be protected and not disclosed to third parties.
Specifically, Confidential Information includes plans and specifications for Southern Steer Business construction, drawings, FF&E specifications and pricing, supplier names, pricing information for products sold, unpublished menus and designs, and food recipes. It also covers business information, financial data, operational systems, marketing strategies, training programs, and store design documents. This means a franchisee must maintain the secrecy of these elements to uphold the integrity of the Southern Steer system.
Furthermore, the definition extends to trade secrets, intellectual property, proprietary databases, computer systems and software (excluding off-the-shelf software), copyrighted materials marked as confidential, patents, and password-protected websites. Franchisees must also protect customer information, including names and addresses. The agreement emphasizes that Southern Steer owns all rights to this Confidential Information, and the franchisee's right to use it derives solely from the franchise agreement. Unauthorized disclosure or use of this information could lead to legal repercussions and damage the Southern Steer brand.
Southern Steer retains unrestricted access to all Southern Steer Business records related to customers and service professionals, including databases with names, addresses, phone numbers, email addresses, and purchase records. Franchisees must also obtain Southern Steer's approval before using the Marks, System, Confidential Information, Trade Secrets, Brand Manual, Website, URLs containing the Marks or any portion thereof and other proprietary information provided to Franchisee by Franchisor, its Affiliates or on behalf of Franchisor or its Affiliates for purposes outside Franchisor's typical marketing purposes. This underscores the importance of adhering to the franchisor's guidelines and seeking permission for any deviations to avoid violating the terms of the franchise agreement.