Does the definition of 'Confidential Information' for an Aplus franchise include information labeled as confidential when delivered by the Franchisor?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
- "Confidential Information" means technical and non-technical information used in or related to the APLUS and/or SUNOCO Franchised Business and not commonly known by or available to the public, including, without limitation, Trade Secrets, methods and products, customer services techniques and other techniques and methodologies not generally known to the industry or public, and any other information identified or labeled as confidential when delivered by Franchisor.
Confidential Information shall not include, however, any information that: (a) is now or subsequently becomes generally available to the public through no fault of Franchisee; (b) Franchisee can demonstrate was rightfully in its possession, without obligation of nondisclosure, prior to disclosure pursuant to this Agreement; (c) is independently developed without the use of any Confidential Information; or (d) is rightfully obtained from a third party who has the right, without obligation of nondisclosure, to transfer or disclose such information.
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the definition of 'Confidential Information' includes technical and non-technical data related to the Aplus and/or Sunoco Franchised Business that is not publicly known. This encompasses trade secrets, methods, products, customer service techniques, methodologies not generally known in the industry, and any information explicitly labeled as confidential by Aplus when delivered to the franchisee. This means that Aplus franchisees are obligated to protect a broad range of information, including anything Aplus designates as confidential.
However, the definition also specifies exclusions. Information is not considered confidential if it becomes publicly available through no fault of the franchisee, if the franchisee rightfully possessed it before the agreement without any obligation of non-disclosure, if it's independently developed without using confidential information, or if it's rightfully obtained from a third party with the right to disclose it. These exceptions provide some limitations to what Aplus can classify as confidential.
For a prospective Aplus franchisee, this means they must be diligent in protecting information received from Aplus that is labeled as confidential. They should also be aware of the exceptions to this rule, which could be important if they already possess certain knowledge or independently develop similar methods. Understanding these stipulations is crucial for complying with the franchise agreement and avoiding potential breaches related to confidentiality.