What is the scope of 'Confidential Information' that Amorino franchisees are required to keep confidential?
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.
12. ADVERTISING AND MARKETING
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, franchisees must maintain the confidentiality of all 'Confidential Information,' using it only for the operation of 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 Franchise Agreement, lasting as long as legally permissible. Amorino may take legal action to prevent the disclosure or threatened disclosure of confidential information by the franchisee, their employees, agents, contractors, or any other person who has received the information. Such actions may include temporary and permanent restraints and Amorino is entitled to attorney's fees and costs incurred in enforcement.
The term 'Confidential Information' includes, but is not limited to, trade secrets, know-how, elements of the Amorino system, customer information, information in the Manual, 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, vendor and supplier information, knowledge, trade secrets, or know-how concerning the methods of operation of the franchised business. This information may be communicated to the franchisee or learned through the Franchise Agreement.
However, information that is already publicly known, becomes publicly known, or is discoverable through lawful means is excluded from the definition of 'Confidential Information.' Upon request or termination of the agreement, franchisees must return all documents, materials, and records containing or referring to the Confidential Information, including copies, summaries, extracts, and notes derived from it. Amorino may also disseminate Confidential Information through a computer network, and can access and view any communication on the network, which becomes Amorino's property free of any claims of privacy or privilege.