What is the duration of the confidentiality obligation for Amorino franchisees after the termination or expiration of the Franchise Agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. Confidentiality. You shall maintain the confidentiality of all Confidential Information. You shall use Confidential Information only in connection with the operation of the Franchised Business, and shall divulge Confidential Information only to your employees and only on a need to know basis. This obligation shall survive termination or expiration of this Agreement] for as long a period as permitted by law.
- B. Confidential Information. The term "Confidential Information" shall include, by way of example and not by way of limitation, trade secrets, know-how and other elements of the System; all customer information; all information contained in the Manual; Amorino's proprietary recipes, standards and specifications for product preparation, packaging and service; financial information of Amorino, its Affiliates or the Franchised Business; marketing plans, strategies and data relating to Amorino, the Franchised Business or the System; vendor and supplier information; all knowledge, trade secrets, or know-how concerning the methods of operation of the Franchised Business which may be communicated to you, or of which you may be apprised, by virtue of this Agreement; and all other information that Amorino designates as confidential information. However, "Confidential Information" shall not include information that is known or becomes known to the public, in the industry of which Amorino is a part or is
otherwise discoverable by lawful means.
- C. Return of Confidential Information. Upon request, and upon termination of this Agreement, you shall return to Amorino all documents, materials and records containing or referring to the Confidential Information, including all copies, summaries, extracts and notes derived from the Confidential Information.
- D. Enforcement. You agree that Amorino may bring an action in court to prevent the disclosure or threatened disclosure of Confidential Information by you, your employees, agents, contractors or any other person that has or may receive Confidential Information in violation of this Agreement and that such action may include temporary and permanent restraints to prevent disclosure or use or for the return of such Confidential Information to Amorino and that Amorino shall be entitled to an award against you of attorneys' fees and costs incurred in such enforcement action.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, franchisees are obligated to maintain the confidentiality of Amorino's confidential information, even after the termination or expiration of the Franchise Agreement. This obligation extends for as long as legally permitted. Confidential information includes trade secrets, know-how, customer information, the contents of the manual, proprietary recipes, product standards, financial data, marketing plans, vendor details, and any other information Amorino designates as confidential. However, information already publicly known or discoverable through lawful means is excluded from this obligation.
Upon termination of the agreement, franchisees must return all documents, materials, and records containing or referring to confidential information to Amorino. This includes all copies, summaries, extracts, and notes derived from the confidential information. Amorino retains the right to pursue legal action to prevent the disclosure of confidential information by the franchisee, their employees, agents, or any other person who may have received confidential information in violation of the agreement.
This clause is significant for prospective franchisees as it imposes a potentially indefinite restriction on using Amorino's confidential information after the franchise relationship ends. Franchisees should carefully consider the scope of 'Confidential Information' and the potential impact on their future business activities. The fact that the obligation lasts "for as long a period as permitted by law" means that the exact duration could vary depending on the jurisdiction and the specific type of information involved, with trade secrets generally receiving longer protection than other types of confidential information.