What constitutes an infringement of Southern Steer's or its Affiliate's rights regarding Copyrighted Materials or Confidential Information and Trade Secrets by a franchisee?

According to Southern Steer's 2025 Franchise Disclosure Document, any unauthorized use of the Copyrighted Materials or Confidential Information and Trade Secrets by a franchisee constitutes an infringement of Southern Steer's or its Affiliate's rights. This means a franchisee must be extremely careful about how they use any materials provided by Southern Steer, including the Brand Manual, electronic information, sales and promotional materials, recipes, and training techniques. These are considered Southern Steer's property and are to be used only as described in the Franchise Agreement or the Brand Manual.

Southern Steer takes its proprietary rights seriously, as indicated by the requirement that franchisees and their personnel sign a Non-Competition and Non-Disclosure Agreement. This agreement underscores the importance of maintaining the confidentiality of Southern Steer's Trade Secrets and Confidential Information. Franchisees are responsible for adopting reasonable procedures to prevent unauthorized disclosure and are prohibited from using, copying, or imitating these materials outside the scope permitted by Southern Steer.

Furthermore, franchisees must immediately inform Southern Steer if they become aware of any unauthorized use or infringement of the copyrighted materials, Confidential Information, or Trade Secrets. While Southern Steer is not contractually obligated to protect franchisees against claims of infringement, it is their policy to do so when their counsel believes protection is warranted. However, franchisees are obligated to fully cooperate with Southern Steer in any litigation to protect the use of licensed materials. Franchisees are responsible for taking action, at their sole expense, to comply with any modifications or discontinuation of proprietary material use as directed by Southern Steer.