Buying a Franchise in Belarus: How to Agree Confidentiality Terms

Buying a franchise gives you access to the brand’s internal manuals, processes and other confidential information. The duty to keep this information confidential is understandable, but a requirement ‘not to disclose any information’ can cause problems even in routine dealings with an accountant or employees. In franchising, trust needs to be supported by clear rules. Here is how to agree those rules before buying a franchise in Belarus, without taking on open-ended obligations.

1. Separate legal requirements from contractual terms

In Belarus, franchising is specifically regulated by Chapter 53 of the Civil Code. The legal term for the agreement is a ‘comprehensive business licence agreement’. Under Article 910, the package of licensed rights provided for a fee includes the right to use the rights holder’s business name, the intellectual property specified in the agreement and undisclosed information.

Article 910-1 requires the agreement to be in writing and registered with the patent authority — the National Centre of Intellectual Property. A separate confidentiality agreement does not replace the franchise agreement or its registration. It may be needed at an earlier stage, when the seller shares a detailed financial model or internal documents with a prospective buyer.

Article 140 of the Civil Code and the Republic of Belarus Law on Trade Secrets are also relevant to the protection of trade secrets. However, contractual confidentiality and the statutory trade secret regime are not the same thing. The title of a document alone does not automatically give all information the corresponding legal protection.

Ask a lawyer to check both levels: which information is actually protected by law, and what additional obligations the seller is proposing. The practical terms below are matters for negotiation, not a list of rights that franchisees acquire automatically.

2. Define exactly what must not be disclosed

Ask for a list of categories of confidential information. Examples include technical process sheets, internal manuals, terms agreed with particular suppliers and inventory management procedures. Ideally, each category should specify where the information is stored, how it is shared and how its confidential status is identified.

The phrase ‘all information received directly or indirectly’ does not help employees understand the limits of the restriction. A more manageable approach is a list of documents and a clear procedure for adding new materials. For information shared verbally, you can agree on subsequent written confirmation identifying exactly which details are confidential.

Propose explicit exceptions for information that:

• becomes publicly available through no breach by the buyer;
• was lawfully known to the buyer before negotiations began;
• is lawfully obtained from another person without a duty to keep it confidential;
• is developed independently, without using the brand’s confidential materials.

Evidence such as dated documents, correspondence and development records can be useful if a dispute arises. Do not assume these exceptions will automatically be included in the agreement: they need to be discussed and recorded.

Also distinguish the brand’s secrets from the franchisee’s own documents. Your payroll calculations, lease or details of your personal investment should not, without explanation, become information that only the rights holder is entitled to control.

3. Allow necessary access for staff and advisers

Franchisees rarely work alone. An employee needs operating instructions, an accountant needs financial terms, and a lawyer needs the draft agreement. If the agreement prohibits sharing any information with any third party, routine preparations for opening could breach its literal wording.

Before signing, define who may receive information and for what purposes. Employees can be given access only to the materials needed for their duties. External advisers can receive information within the scope of a specific assignment, subject to appropriate confidentiality obligations.

Clarify whether the rights holder’s consent is required each time or whether a pre-agreed procedure is sufficient. If approval is mandatory, specify how requests should be submitted and the deadline for a response. Otherwise, even changing accountants could hold up work on documents for a considerable time.

Make separate provision for disclosure in response to a lawful request from a court or public authority. Contractual confidentiality should not prevent compliance with the law. Whether the rights holder can be notified, and how much information must be disclosed, should be assessed in light of the specific request and the applicable rules.

4. Make information storage rules workable

A promise to ‘ensure absolute protection’ does not explain what the buyer is expected to do. Instead, agree on specific measures: individual user accounts, access controls, approved storage locations, a ban on forwarding information to personal email accounts and procedures for storing paper copies.

Test whether the rules work in everyday situations. Can instructions be printed for a shift team? Is a backup copy allowed? Who disables access when an employee leaves? Who is responsible for the settings on a platform supplied by the rights holder itself?

Establish an incident reporting procedure: whom to contact, what initial information to provide and how to work together to limit the impact. It is sensible to distinguish between a confirmed leak and a suspected one. A duty to report problems promptly is more useful when accompanied by a clear action plan, rather than a requirement to establish every detail immediately.

5. Check how long obligations last and what happens after a breach

Different types of information may need different protection periods. Discuss which obligations continue after the relationship ends and what happens when information ceases to be confidential. An indefinite restriction covering absolutely all materials warrants a separate legal review.

Clarify the procedure for returning and deleting files, including backups. Allow exceptions for documents that must be retained by law, while keeping access to them restricted. Do not promise to delete information from systems over which you have no technical control.

Check what counts as a separate breach, how it must be substantiated and what consequences apply. Pay particular attention to any combination of a contractual penalty and a claim for damages. The buyer’s liability for the actions of those receiving information should be clear before any information is shared.

Practical takeaway: before buying a franchise, draw up a table with the columns ‘information — recipients — protection — duration — consequences’. If any column remains unclear, clarify the terms in writing before receiving confidential materials.