What specific information will Southern Steer Franchisee, Owners, and Recipients have access to that necessitates non-compete limitations?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Franchisor owns, operates, and grants franchises for the establishment and operation of a business that operates a full service butcher shop and grocery specializing in marinated meats, specialty cuts, homemade prepared foods, specialty marinades, fine cheeses, wine and beer (where permitted) and food preparation classes/takeout food assembly packages under the mark "SOUTHERN STEER BUTCHER" and other proprietary marks, trade dress, symbols and logos ("Southern Steer Business") using the System, Confidential Information and Trade Secrets.
B. Franchisor's Confidential Information and Trade Secrets are all operations, marketing, materials and data bases, advertising, development and related information which are developed and utilized in connection with the operation of the Southern Steer Business, the Brand Manual, all aspects of the System, all information regarding, the terms of the Franchise Agreement, and all Franchisor or its Affiliates proprietary information (whether in print, electronic form, or oral).
(i) The Franchisee, and each Owner, and the Recipients expressly agree that the nature of the Franchisor's Southern Steer Business is such that if they were to directly or indirectly own or operate a Competitive Business or engage in Competitive Activity it would be virtually impossible for the Franchisee, the Owner or the Recipients to not to rely on or use the Confidential Information and Trade Secrets.
(ii) The Franchisee, each Owner, and the Recipients agree that the limitations of time, geography, and scope of the prohibited activity are reasonable because, among other things, (i) Franchisor is engaged in a highly competitive industry, (ii) Franchisee, and each Owner, and the Recipients will have access to the Confidential Information and Trade Secrets, including Franchisor's confidential and proprietary Brand Manual, (iii) these limitations are necessary to protect Franchisor's Confidential Information, Trade Secrets, goodwill and the goodwill of its other franchisees and developers, (iv) that this covenant not to compete is necessary to give the Franchisor the opportunity to resell and/or develop a new Southern Steer Business at or in the area near the Franchised Location, and (v) Franchisee, each Owner, and the Recipients are able to engage in lawful trade and business in a suitable and satisfactory manner without violating the terms of this Agreement.
(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 pat
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, franchisees, owners, and recipients will have access to Confidential Information and Trade Secrets, justifying the non-compete limitations. This information includes all operations, marketing materials, databases, advertising, development information, the Brand Manual, and all aspects of the Southern Steer system. It also encompasses the terms of the Franchise Agreement and all proprietary information, whether in print, electronic form, or oral.
Southern Steer's confidential information also includes plans and specifications for constructing a Southern Steer Business, drawings, FF&E specifications and pricing, the names of approved and designated suppliers, pricing information for products sold, unpublished menus and designs, food recipes, and cooking techniques. Business information, financial data, practices, procedures, processes, know-how, operational systems, marketing strategies, training programs, and store design are also included.
Franchisees, owners, and recipients acknowledge that this Confidential Information and Trade Secrets are unique and the exclusive property of Southern Steer. Unauthorized use or disclosure would cause irreparable harm to Southern Steer, which has invested significant effort and money in developing and protecting this information. The non-compete agreements are designed to protect this investment and the goodwill associated with the Southern Steer brand.
The agreement specifies that if franchisees, owners, or recipients were to operate a competitive business, it would be virtually impossible not to rely on or use the Confidential Information and Trade Secrets. This is why the non-compete limitations are deemed reasonable and necessary to protect Southern Steer's legitimate business interests and prevent unauthorized duplication of the system.