Under what circumstances is an Associate required to sign the Southern Steer Nondisclosure and Noncompetition Agreement?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
ATTACHMENT I-2
SOUTHERN STEER FRANCHISING INTERNATIONAL, LLC NONDISCLOSURE AND NONCOMPETITION AGREEMENT (MANAGEMENT STAFF)
2. Non-Disclosure of Confidential Information.
- (a) Associate acknowledges that Associate will receive from the Franchisee Confidential Information and Trade Secrets pertaining to the operation of the Southern Steer Business.
- (b) Associate acknowledges that 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, and that any unauthorized disclosure or use of the Confidential Information and Trade Secrets would be wrongful and would cause irreparable injury and harm to the Franchisor or its affiliates. Associate further acknowledges that the Franchisor or its affiliates has expended a great amount of effort and money in obtaining and developing the Confidential Information and Trade Secrets, that the Franchisor or its Affiliates have taken numerous precautions to guard the secrecy of the Confidential Information and Trade Secrets and that it would be very costly for competitors to acquire or duplicate the Confidential Information and Trade Secrets.
- (c) During the term of Associate's employment or affiliation with Franchisee and for a period of five years after the expiration or termination of such employment or affiliation (unless such information is a Trade Secret in which case the requirements will remain in place for as long as such information constitutes a trade secret), Associate 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, for Associate's own benefit or otherwise.
3. Covenant Not to Compete.
(a) In-Term Covenant Not to Compete. During the term of Associate's employment or affiliation with Franchisee Associate will not, on his/her/its own account or as an employee, principal, agent, franchisee, independent contractor, consultant, affiliate, licensee, partner, officer, director, shareholder, member, manager, or owner of any other person or Entity, directly or indirectly, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in, or assist any person or Entity engage in any Competitive Activity or Competitive Business, except with the prior written consent of the Franchisor, which consent may be withheld in Franchisor's sole discretion.
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, an Associate, defined as someone employed by or affiliated with a Southern Steer franchisee, is required to sign a Nondisclosure and Noncompetition Agreement. This agreement ensures that the Associate acknowledges they will receive confidential information and trade secrets related to the operation of the Southern Steer business. The agreement aims to protect Southern Steer's proprietary information, recognizing it as unique and the exclusive property of the franchisor.
The Nondisclosure and Noncompetition Agreement stipulates that during the Associate's employment or affiliation with the franchisee, and for five years after its termination (or indefinitely for trade secrets), the Associate cannot disclose or use the confidential information or trade secrets for their own benefit. This includes not revealing, communicating, selling, copying, or reverse engineering the information. The agreement also includes an in-term covenant not to compete, preventing the Associate from engaging in any competitive activity or business during their affiliation with the franchisee, unless they obtain prior written consent from Southern Steer.
Southern Steer includes these measures to protect its business model, brand, and confidential information. The FDD states that the Associate acknowledges that unauthorized disclosure would cause irreparable harm to the franchisor. The Associate also recognizes that Southern Steer has invested significant resources in developing these trade secrets and has taken precautions to maintain their secrecy. The agreement also states that money damages alone may not adequately compensate the Franchisee or the Franchisor if there is a breach of this Agreement by Associate, and that injunctive relief against the Associate is essential for the protection of the Franchisor and the Franchisee.
For a prospective Southern Steer franchisee, this means that they must ensure their employees or affiliates, defined as Associates, are willing to sign and adhere to the Nondisclosure and Noncompetition Agreement. This requirement helps maintain the integrity of the Southern Steer system and prevents unauthorized parties from replicating it. Franchisees should be aware of the implications of this agreement and discuss it with potential employees or affiliates to ensure compliance and understanding.