Under what circumstances is a Southern Steer franchisee permitted to disclose the Franchisor's Confidential Information and Trade Secrets to others?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges that any unauthorized disclosure or use of the Confidential Information and Trade Secrets would be wrongful and would cause irreparable injury and harm to Franchisor and/or its Affiliates. Therefore, the Franchisee, its existing and future Owners, Designated Managers, employees and agents will not, during the Initial Term of this Agreement, any Interim Period and thereafter, reveal, directly or indirectly communicate, sell, use, employ, copy, reverse engineer, imitate, lecture upon, rewrite, reproduce, disseminate, publish, disclose, or divulge any Confidential Information and Trade Secrets of the Franchisor, or any abstracts thereof, to any person or entity except as expressly authorized by this Agreement or by the Franchisor in writing. The Franchisee will only disclose or provide the Franchisor's Confidential Information and Trade Secrets to its employees, Designated Managers and agents who must have access to it to properly execute their job functions and to operate the Franchisee's Southern Steer Business. Any additions, changes, modifications and/or improvements made to any of the Franchisor's Confidential Information or Trade Secrets by the Franchisee or its existing and future Owners, Designated Managers, employees and agents will be the sole and exclusive property of the Franchisor.
- (c) Required Action. Franchisee or its Operating Principal and its Designated Manager will adopt and implement all reasonable procedures prescribed by Franchisor from time to time to prevent unauthorized use or disclosure of the Confidential Information and Trade Secrets.
Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)
What This Means (2025 FDD)
According to the 2025 Southern Steer Franchise Disclosure Document, a franchisee's ability to disclose the franchisor's confidential information and trade secrets is highly restricted. The franchisee, including their owners, designated managers, employees, and agents, are prohibited from revealing, communicating, selling, using, copying, or divulging any confidential information or trade secrets. This restriction applies during the initial term of the agreement, any interim period, and even after the agreement terminates.
The only permissible disclosures are those expressly authorized by the franchise agreement or by Southern Steer in writing. Furthermore, a franchisee may disclose confidential information and trade secrets to their own employees, designated managers, and agents, but only if those individuals require access to the information to perform their job functions and operate the Southern Steer business properly.
Southern Steer also mandates that franchisees implement reasonable procedures to prevent unauthorized use or disclosure of confidential information and trade secrets. Any modifications or improvements to Southern Steer's confidential information or trade secrets made by the franchisee automatically become the property of Southern Steer. This stringent control over confidential information is typical in franchising to protect the brand's competitive advantage and proprietary knowledge.