Protecting Know-How When Launching a Franchise in Belarus

When turning an established business into a franchise, you need to give your partner enough knowledge to operate independently without losing control of valuable information. Trust within a franchise network rests on clear rules: who gets access, for what purposes and what happens when the relationship ends. Start not with a blanket ban on disclosing anything, but by identifying the specific information that genuinely needs protection.

1. Distinguish know-how from publicly available knowledge

Not every company document contains a secret. Menus, published prices, photographs of the premises and general customer service guidance are available to outsiders. By contrast, an internal production process, a purchasing planning algorithm or suppliers’ non-public terms may have commercial value in their own right.

Take stock of your information together with the managers of the existing business. For each item, answer four questions:

• What exactly is valuable: a formula, a sequence of steps, configuration settings or a collection of data?
• Can this information be obtained from public sources?
• Who currently has access to it, and on what basis?
• Does the partner need this information to reproduce the result?

Create a register recording each item’s name, the person responsible, its storage location, authorised users and rules for sharing it. Instead of an entry such as ‘all company technologies’, use a precise description, for example ‘table of preparation parameters for semi-finished products, version and date’.

Practical test: an employee should be able to identify exactly which file or process is protected. If the boundaries of the secret are unclear, controlling its use will be difficult.

2. Establish the legal framework before sharing information

Belarus has no standalone franchising law, but franchise relationships are specifically regulated by the Civil Code. Article 910 provides for a comprehensive business licence agreement — a franchise agreement. The bundle of licensed rights includes the right to use a trade name and undisclosed information, as well as other intellectual property specified in the agreement. Describing the knowledge being transferred is therefore not merely a secondary addition to permission to operate under the brand.

Under Article 910-1, the agreement must be in writing and registered with the patent authority, the National Centre of Intellectual Property. The registration procedure is set out, among other instruments, in Resolution No. 346 of the Council of Ministers of the Republic of Belarus, dated 21 March 2009. An unregistered agreement is deemed invalid. A confidentiality agreement does not replace this registration.

The Republic of Belarus Law on Trade Secrets is also important when protecting secret information. Simply marking a document ‘confidential’ is not enough: you must assess whether the information meets the statutory requirements and establish a trade secret protection regime with the required organisational and contractual measures. You cannot arbitrarily classify information as secret where the law prohibits restricting access to it.

Ask a Belarusian lawyer to align your internal policy, employees’ obligations and terms for partners. Review contractors’ documentation separately: if an external specialist developed the technology, the company must hold the appropriate rights to use and transfer it.

3. Share knowledge by stage and role

Before signing the agreement, a prospective franchisee will usually only need a description of what the technology achieves and the requirements for using it. Assessing the offer does not always require original recipes, the full purchasing database or administrator access to the system.

Divide the disclosure process into stages:

• Initial introduction: publicly available materials and a general description of the model, without confidential annexes.
• Detailed negotiations: a limited set of non-public information once confidentiality obligations have been formalised.
• Launch preparation: documentation and training provided under a procedure agreed with a lawyer and coordinated with registration of the agreement.
• Day-to-day operations: updates and access only to the materials needed for each role.

An outlet manager may need purchasing figures, while a frontline employee may only need instructions for their particular task. Use individual user accounts rather than a shared password, record access permissions and promptly disable access for employees who leave.

Do not let protection become an obstacle to operations. The rights holder must provide the information and documentation needed to use the bundle of licensed rights, and instruct the franchisee and its employees. Restrictions should protect information, not prevent the franchisee from meeting the required standards.

4. Record what is shared and how it may be used

In the agreement and its annexes, define the information covered, the permitted purposes of use, who may access it and the conditions for involving contractors. State whether local copies may be stored, materials forwarded to employees and personal devices used.

Document each transfer in a formal handover record or through an agreed electronic method. Record the names of the materials, their versions, the date and the recipient, without revealing the secrets themselves in publicly accessible correspondence. Updates should also leave a clear audit trail; otherwise, it may be difficult to establish what information the partner received if a dispute arises.

Set out a procedure for reporting leaks and preserving evidence. Discuss contractual liability with a lawyer: the wording should reflect the nature of the breach and the applicable law, rather than create an illusion of protection through a large penalty.

Review customer databases separately. The commercial value of information does not override the requirements of the Republic of Belarus Law on Personal Data Protection, nor does it in itself provide a lawful basis for transferring customer data to a partner.

5. Prepare a procedure for ending access

Decide in advance who will disable user accounts, collect storage media and verify that working copies have been deleted when the agreement ends. Require confirmation that these steps have been completed, and set out how to handle backups and documents that must be retained by law.

Draft separate provisions for confidentiality obligations that continue after the relationship ends. Do not use them as a substitute for a general ban on running a similar business: protecting a specific secret and restricting competition are different legal tasks.

Practical takeaway: before sharing know-how for the first time, prepare a register of protected information, formalise your confidentiality arrangements and check the procedure for granting and revoking access. Effective protection combines documentation, technical restrictions and evidence of what has been shared.