Do the patents of the Franchisor, including pending patents, constitute '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Designated Suppliers, pricing information for any Foods, Beverages and Products sold to any Southern Steer Business, unpublished menus and menu designs, and all food recipes and cooking techniques, (b) all business information, financial data and information, practices, procedures,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 the 2025 Southern Steer Franchise Disclosure Document, the franchisor considers its patents, including pending patents, as 'Confidential Information.' This means that franchisees are obligated to protect and not disclose any information related to these patents. This obligation extends to the Initial Term of the Franchise Agreement, any Interim Period, any Successor Term, and even after the termination of the agreement. Franchisees are prohibited from revealing, communicating, selling, using, copying, or divulging this information, directly or indirectly, for their own benefit or otherwise.
Southern Steer emphasizes the importance of maintaining the confidentiality of this information, as unauthorized disclosure or use could cause significant harm to the franchisor. The franchisor has invested considerable resources in developing and protecting its Confidential Information and Trade Secrets, and any breach of confidentiality could have serious consequences. This underscores the need for franchisees and their personnel to adhere strictly to the non-disclosure provisions outlined in the Franchise Agreement.
For a prospective Southern Steer franchisee, this means understanding the scope of 'Confidential Information' and implementing measures to safeguard it. This includes ensuring that all employees, managers, and owners are aware of their obligations and take appropriate steps to prevent unauthorized disclosure. Failure to comply with these confidentiality requirements could result in legal action and financial penalties, as Southern Steer explicitly states that money damages alone may not adequately compensate for a breach of the agreement, and injunctive relief may be sought.