Under what circumstances can an Aerus franchisee disclose confidential information, including trade secrets, without violating the franchise agreement?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
A. In connection with this Agreement, Company has and may hereafter furnish to Franchisee certain Confidential Information. Furthermore, Franchisee, in connection herewith, may develop certain information that constitutes Confidential Information. Franchisee shall keep secret and retain in strictest confidence, and shall not use except in connection with the operation of the Franchised Business in accordance with this Agreement, all Confidential Information. Franchisee shall not disclose either during or after the Term of this Agreement, except as may be required by law, any Confidential Information to anyone other than those employees, agents and representatives of Franchisee or any Outlet Licensee (each of whom shall be bound as well by the provisions of this Section and for whom Franchisee shall be liable for any violations) which require such information in order to fulfill the requirements of their employment, agency or representation. Upon expiration or termination of this Agreement, all Confidential Information shall be promptly transmitted by Franchisee to Company or disposed of as instructed by Company in writing.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, an Aerus franchisee can disclose confidential information under specific circumstances without violating the franchise agreement. Franchisees are generally required to keep confidential information secret, retaining it in the strictest confidence, and using it only for operating the franchised business as outlined in the agreement.
However, the agreement permits disclosure if it is required by law. Additionally, franchisees can share confidential information with their employees, agents, and representatives, or any Outlet Licensee, provided these individuals need the information to fulfill their job requirements and are also bound by the confidentiality provisions. The franchisee remains liable for any violations of confidentiality by these parties.
Upon the expiration or termination of the franchise agreement, all confidential information must be promptly returned to Aerus or disposed of according to Aerus's written instructions. This ensures that trade secrets and other sensitive information remain protected even after the franchise relationship ends.