What are the specific obligations of a Southern Steer franchisee (Item 9) regarding the protection of confidential information and trade secrets, as outlined in the Franchise Agreement?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Confidential Information. "Confidential Information" will mean and include 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.
The Franchisee and its employees and agents will not disclose to any person or Entity the name, addresses or any other information relating to any customers or guests of any Southern Steer Business, including the Franchisee's Southern Steer Business, except as authorized electronically or in writing by the customer or guest.
(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.
What This Means (2025 FDD)
According to the 2025 Southern Steer Franchise Disclosure Document, franchisees have several obligations regarding the protection of confidential information and trade secrets. Southern Steer defines its Confidential Information to include business, technology, marketing, and operational information, including plans, specifications, pricing, recipes, marketing strategies, training programs, and proprietary databases. Franchisees must maintain the confidentiality of Southern Steer's Confidential Information and Trade Secrets and adopt reasonable procedures to prevent unauthorized disclosure. They are prohibited from using, publishing, disclosing, or communicating this information to any unauthorized party, except as permitted by Southern Steer for the operation of their Southern Steer Business. Franchisees also cannot allow others to copy or imitate the confidential information.
Southern Steer requires franchisees, their designated managers, operating principals, 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 execute a Non-Competition and Non-Disclosure Agreement. This agreement is attached to the Franchise Agreement. If franchisees or their personnel develop any new intellectual property or improvements related to the Southern Steer Business, they must promptly notify Southern Steer and provide all necessary information at no charge. These improvements become Southern Steer's property, and the franchisee will be required to sign an assignment of such improvements.
The Franchise Agreement states that 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. This obligation extends beyond the term of the franchise agreement. Franchisees are also responsible for ensuring that their employees and agents do not disclose customer information, including names and addresses, except as authorized by the customer. These measures aim to protect Southern Steer's competitive advantage and proprietary information.