Under what condition does the non-disclosure obligation for Southern Steer Trade Secrets extend indefinitely for Associates after their employment or affiliation ends?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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.
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's obligation to maintain the confidentiality of Southern Steer's trade secrets extends indefinitely if the information remains a trade secret. Specifically, during the term of employment or affiliation with the franchisee and for five years after the employment or affiliation ends, the associate cannot disclose confidential information or trade secrets. However, if the information qualifies as a trade secret, the non-disclosure requirements remain in effect for as long as the information retains its trade secret status.
This means that even after an Associate's employment or affiliation with a Southern Steer franchisee ends, they are legally bound to protect any information that qualifies as a trade secret. This obligation continues indefinitely as long as the information remains a trade secret. A trade secret is defined as information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy.
For a prospective franchisee, this clause highlights the importance of ensuring that all employees and individuals associated with their Southern Steer business understand and adhere to the non-disclosure obligations. It also emphasizes the need to implement and maintain measures to protect the confidentiality of trade secrets, as the franchisor will likely take legal action against any unauthorized disclosure or use of such information. This indefinite obligation is stricter than typical non-disclosure agreements, which often have a fixed duration, so franchisees must ensure their staff are well-trained and aware of these long-term responsibilities.