Under what circumstances is information NOT considered 'Confidential Information' for an Aplus franchisee?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
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 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, certain information is not considered 'Confidential Information' and is therefore not subject to the confidentiality obligations typically imposed on franchisees. This means an Aplus franchisee would not be in breach of their agreement if they disclose or use such information.
Specifically, information is not considered confidential if it: (a) is already publicly available or becomes publicly available through no fault of the franchisee, (b) the franchisee can prove they rightfully possessed it before the agreement without any obligation to keep it secret, (c) the franchisee independently developed it without using any confidential information provided by Aplus, or (d) the franchisee rightfully obtained it from a third party who had the right to disclose it without any confidentiality obligation.
For a prospective Aplus franchisee, this is important because it clarifies the scope of their confidentiality obligations. It means that franchisees are not restricted from using or sharing information that was already known, independently created, or legally obtained from another source. This protects the franchisee from being penalized for using information that isn't genuinely a trade secret of Aplus.