What obligation does a Southern Steer franchisee have to prevent unauthorized disclosure of Trade Secrets and Confidential Information?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
information, including recipes, has also been identified as trade secrets ("Trade Secrets").
We may use or transfer the Confidential Information and Trade Secrets in any way We wish, both before and after termination, expiration, repurchase, transfer or otherwise.
You must maintain the confidentiality of Our Confidential Information and Trade Secrets and adopt reasonable procedures to prevent unauthorized disclosure of Our Trade Secrets and Confidential Information. You will not use, publish, disclose, divulge or in any manner communicate the Confidential Information and Trade Secrets to any person, firm, corporation, association, partnership or any other entity in any manner other than for Your Southern Steer Business and then only as permitted by Us. You are prohibited from using, copying or imitating or allowing any other person, firm, corporation, association, partnership or other entity to use, copy or imitate any of the Confidential Information and Trade Secrets or any materials confusingly similar to the Confidential Information and Trade Secrets in any manner other than for Your Southern Steer Business, and then only as permitted by Us. We will require You, Your Designated Manager, Operating Principal and each of Your officers, owners, directors, key employees, other beneficial owners and immediate family members who become aware of Our Confidential Information and Trade Secrets to execute Our Non-Competition and Non-Disclosure Agreement, attached to the Franchise Agreement as Attachment J-1 and J-2.
If You, Your Designated Manager, Operating Principal, owners, directors, employees or other beneficial owners develop any new intellectual property, inventions, copyrights, trade secrets, concepts, processes, recipes, products, or improvements to the operation or promotion or otherwise in relation to Southern Steer Business (collectively, "Improvements") You must promptly notify Us and give Us all necessary information, at no charge. The Improvements will be Our property and You, Your Designated Manager, Operating Principal, owners, directors, employees, or other beneficial owners, will be required to sign an assignment of such Improvements to Us. We may allow other Franchisees to use the Improvements and We may allow You to use Improvements derived from other Franchisees.
Challenges
We do not know of any copyright or patent infringement that could materially affect Your use of the copyrighted materials, Confidential Information or Trade Secrets.
You must immediately inform Us if You learn of any unauthorized use or infringement of, or challenge to, the copyrighted materials or any of the Confidential Information or Trade Secrets. We will take the action We deem appropriate, in Our sole discretion. If anyone establishes to Our satisfaction that its rights to the materials are superior, then You must modify or discontinue Your use of the materials as We require.
Source: Item 14 — ITEM. 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 40–41)
What This Means (2025 FDD)
According to Southern Steer's 2025 Franchise Disclosure Document, franchisees have a significant obligation to protect the franchisor's Confidential Information and Trade Secrets. Southern Steer requires franchisees to maintain the confidentiality of this information and implement reasonable procedures to prevent its unauthorized disclosure. Franchisees are explicitly prohibited from using, publishing, disclosing, or communicating the Confidential Information and Trade Secrets to any third party, except for the operation of their Southern Steer Business and only as permitted by the franchisor. They are also barred from copying or allowing others to copy the information for any purpose outside of their franchised business.
Southern Steer also requires the franchisee, their Designated Manager, Operating Principal, officers, owners, directors, key employees, other beneficial owners, and immediate family members who become aware of Southern Steer's Confidential Information and Trade Secrets to sign a Non-Competition and Non-Disclosure Agreement. This agreement is attached to the Franchise Agreement.
Furthermore, the FDD states that 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 will take action it deems appropriate, it is not contractually obligated to protect franchisees against claims of infringement or unfair competition, though it is their policy to do so when counsel advises protection is required. Franchisees are obligated to fully cooperate with Southern Steer in any litigation to protect the Confidential Information and Trade Secrets. Any unauthorized use of the Copyrighted Materials or Confidential Information and Trade Secrets by the franchisee constitutes an infringement of Southern Steer's rights.