Does the Aplus franchise agreement require information to be expressly designated as a Trade Secret or Confidential Information to be considered as such?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
c) Any information expressly designated by Company or Franchisee as Trade Secrets or Confidential Information shall be deemed such for all purposes of this Agreement, but the absence of designation shall not relieve Individual of his or her obligations hereunder in respect of information otherwise constituting Trade Secrets or Confidential Information. Individual understands Franchisee's providing of access to the Trade Secrets and other Confidential Information creates a relationship of confidence and trust between Individual and Franchisee with respect to the Trade Secrets and other Confidential Information.
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, information does not always need to be expressly designated as a Trade Secret or Confidential Information to be considered as such under the franchise agreement. The agreement states that any information expressly designated by Aplus or the franchisee as Trade Secrets or Confidential Information will be treated as such.
However, the absence of such a designation does not relieve the individual (likely referring to employees or others with access) from their obligations regarding information that otherwise meets the definition of Trade Secrets or Confidential Information. This means that even if information isn't explicitly labeled, it can still be protected if it fits the criteria.
This clause protects Aplus's confidential business information, regardless of whether it is formally labeled. A prospective franchisee should be aware that they and their employees are obligated to protect any information that could be considered a trade secret or confidential, whether or not it has been expressly marked as such. This obligation extends to implementing reasonable measures to prevent unauthorized use or disclosure of such information.