What is a Southern Steer franchisee obligated to do regarding the confidentiality of Confidential Information and Trade Secrets?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
3. Non-Disclosure of Confidential Information.
(a) The Franchisee and each Owner acknowledges that the Franchisee, the Designated Manager, the Owner, the Operating Principal, Executive Management, and certain of the Franchisee's employees (collectively, "Recipients") have or will receive Confidential Information and Trade Secrets from the Franchisor pertaining to the operation of the Southern Steer Business. In consideration for access to and use of the Confidential Information and Trade Secrets, the Franchisee, Owners and Recipients will comply in all respects with the provisions of the Franchise Agreement, including Section 16.1.
- (b) The Franchisee, each Owner, and the Recipients acknowledge that (i) the Confidential Information and Trade Secrets developed and utilized in connection with the operation of the Southern Steer Business are unique and the exclusive property of the Franchisor or its Affiliates, (ii) any unauthorized disclosure or use of the Confidential Information or Trade Secrets would be wrongful and would cause irreparable injury and harm to the Franchisor or its Affiliates, (iii) Franchisor or its Affiliates have expended a great amount of effort and money in obtaining and developing the Confidential Information and Trade Secrets, (iv) the Franchisor or its Affiliates have taken numerous precautions to guard the secrecy of the Confidential Information and Trade Secrets; and (iv) it would be very costly to Franchisor in the event competitors were to acquire or duplicate the Confidential Information and Trade Secrets.
- (c) Nondisclosure. During the Initial Term of the Franchise Agreement, any Interim Period, any Successor Term and thereafter, Franchisee, each Owner and the Recipients will not at any time, reveal, communicate, sell, use, employ, copy, reverse engineer, imitate, lecture upon, rewrite, reproduce, disseminate, publish, disclose, or divulge, directly or indirectly, for its own benefit or otherwise, the Confidential Information or Trade Secrets.
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 the 2025 Southern Steer FDD, franchisees have specific obligations regarding the confidentiality of the brand's Confidential Information and Trade Secrets. Southern Steer considers its operations, marketing materials, databases, advertising, development information, the Brand Manual, all aspects of its System, the Franchise Agreement terms, and all proprietary information as Confidential Information and Trade Secrets.
The franchisee, along with owners, designated managers, operating principals, executive management, and certain employees, acknowledge that they will receive Confidential Information and Trade Secrets. As such, they must comply with the provisions of the Franchise Agreement, specifically Section 16.1, which addresses these confidentiality obligations. This includes not revealing, communicating, selling, using, copying, reverse engineering, or disclosing the Confidential Information or Trade Secrets, either directly or indirectly, for their own benefit or otherwise, during the term of the Franchise Agreement and thereafter.
Southern Steer emphasizes that unauthorized disclosure or use of its Confidential Information and Trade Secrets would be wrongful and cause irreparable harm. The FDD highlights that the franchisor has invested significant effort and resources in developing this proprietary information and has taken precautions to maintain its secrecy. Franchisees also acknowledge that if they were to operate a competitive business, it would be virtually impossible not to rely on or use the Confidential Information and Trade Secrets, further justifying the restrictions placed upon them.