Where in the Amorino franchise agreement can I find information about the franchisee's obligations regarding confidential information?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
11. CONFIDENTIAL INFORMATION
- 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, details regarding a franchisee's obligations concerning confidential information can be found in Section 11 of the franchise agreement, titled "CONFIDENTIAL INFORMATION".
This section outlines the franchisee's duty to maintain the confidentiality of all Confidential Information, using it solely for operating the Franchised Business and divulging it only to employees on a need-to-know basis. This obligation extends beyond the termination or expiration of the agreement, lasting as long as legally permissible. The definition of "Confidential Information" includes trade secrets, know-how, elements of the System, customer information, the Manual's contents, proprietary recipes, standards, specifications, financial data, marketing plans, vendor details, and any other information Amorino designates as confidential. Publicly known information is excluded from this definition.
Upon request or termination of the agreement, the franchisee must return all documents, materials, and records containing Confidential Information to Amorino. Amorino retains the right to take legal action to prevent the disclosure of Confidential Information by the franchisee or their employees, including seeking temporary and permanent restraints and recovering attorneys' fees and costs associated with enforcement.
This clause is typical in franchise agreements to protect the franchisor's proprietary information and maintain a competitive advantage. Prospective Amorino franchisees should carefully review this section to understand their obligations and the potential consequences of breaching confidentiality.