Franchising in Greece: protecting your know-how

When you turn an existing business into a franchise network, you need to pass on the knowledge that makes it work effectively. But you do not need to hand over every valuable piece of information to anyone who expresses an interest. In franchising, protecting know-how underpins trust: franchisees receive what they need to run the business, while the franchisor maintains clear limits on how that knowledge is used and shared.

1. Distinguish know-how from general information

The first step is to record exactly what you want to protect. A publicly listed price or a standard customer service practice is not treated in the same way as an undisclosed production method, a particular combination of operating parameters or an internal costing model.

Create an information register with four fields:

• Content: the specific knowledge concerned, avoiding vague descriptions such as “all the business’s secrets”.
• Value: how it contributes to quality, speed or financial performance.
• Recipients: who needs access and for what operational reason.
• Protective measures: where it is stored, how it is shared and who authorises disclosure.

Do not automatically label every document confidential. Excessive classification makes day-to-day work harder and reduces attention to genuinely critical information. Distinguish between public promotional material, internal guidance and restricted-access information.

Also check the source of each item. Software, photographs or technical files supplied by an external contractor do not automatically become yours simply because the business uses them. Confirm that you hold the rights needed to authorise their use across the network.

2. Understand the Greek legal framework

Greece has no dedicated law comprehensively regulating franchising as a distinct type of contract. There is no specific franchise register or mandatory, standardised pre-contractual disclosure document. This does not mean that information can be supplied selectively in a way that misleads a prospective franchisee.

The general provisions of the Greek Civil Code apply, including those on good faith in negotiations and the performance of contracts, alongside intellectual property and competition rules, depending on the agreement’s terms.

For trade secrets, Law 4605/2019 transposed Directive (EU) 2016/943, adding relevant provisions to Law 1733/1987. Protection covers information that is secret, has commercial value because it is secret, and has been subject to reasonable protective measures by its lawful holder.

A “confidential” label is therefore not enough on its own. Practical measures are needed, such as controlled access and clear obligations governing use. Equally, a confidentiality clause does not turn all general professional knowledge into a trade secret, nor does it replace a review of the agreement’s legality.

3. Arrange staged access before and after signing

A secure process means neither “disclose everything” nor “show nothing until we have been paid”. Prospective franchisees need enough information to assess the opportunity without receiving the full operational know-how prematurely.

Use public descriptions of the business model in initial discussions. Once talks progress, agree confidentiality terms in writing before providing sensitive material. Then arrange a controlled review of the necessary information, keeping a record of the documents supplied and their recipients.

The agreement should allow the necessary assessment by a solicitor or other legal adviser and a financial adviser, subject to appropriate confidentiality commitments. It must not be used as a pretext for concealing material risks, costs or obligations.

After signing, grant access according to role. A branch manager may need different information from an employee in a specific position. Use individual accounts rather than shared passwords, and establish a process for revoking access when responsibilities change. This limits unnecessary sharing without obstructing operations.

4. Support contractual commitments with day-to-day measures

Ask your legal adviser to define the permitted scope of use precisely: which business may use the know-how, who it may be shared with and which exceptions apply. Information that is already public, lawfully known to the recipient or subject to mandatory disclosure under the law needs to be treated separately.

Also provide procedures for reporting incidents, returning or deleting material, and retaining any records required by law. The duration of confidentiality obligations should be considered in light of the nature of the information, rather than copied indiscriminately from another template.

In practice, appoint someone to manage access, train recipients and periodically review which accounts remain active. Test a simple scenario: if a branch manager leaves tomorrow, do you know which access rights need to be revoked and who will do it?

Practical takeaway: before sharing sensitive know-how with your first franchisee, put three things in place: a register of protected information, clear terms of use and a workable access procedure. Effective protection depends on all three working together, not simply on a signature.