Under the Aplus Development Agreement, what conditions must be met for information to be excluded from the definition of 'Confidential Information' because it was rightfully obtained from a third party?
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 excluded from the definition of "Confidential Information" within the Development Agreement if specific conditions are met. This exception applies when a franchisee rightfully obtains information from a third party.
For the information to be excluded, the third party must have the right to transfer or disclose the information without any obligation of nondisclosure. This means the third party is not bound by any agreement or duty to keep the information confidential.
This provision protects Aplus franchisees who may legitimately receive information from sources outside of the Aplus franchise system. It clarifies that franchisees are not obligated to treat such information as confidential, provided the source had the legal right to disclose it. This is a standard clause in franchise agreements to balance the franchisor's need to protect proprietary information with the franchisee's ability to operate their business effectively.