Under the Aplus franchise agreement, what obligation does the Individual have regarding Trade Secrets and Confidential Information even if it is not expressly designated?
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.
2. Confidentiality/Non-Disclosure
- a) Individual shall not communicate or divulge to (or use for the benefit of) any other person, firm, association, or corporation, with the sole exception of Franchisee, now or at any time in the future, any Trade Secrets or other Confidential Information. At all times from the date of this Agreement, Individual must take all steps reasonably necessary and/or requested by Franchisee to ensure that the Confidential Information and Trade Secrets are kept confidential pursuant to the terms of this Agreement. Individual must comply with all applicable policies, procedures and practices that Franchisee has established and may establish from time to time with regard to the Confidential Information and Trade Secrets.
- b) Individual's obligations under Section 2(a) of this Agreement shall continue in effect after termination of Individual's relationship with Franchisee, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary, and Franchisee is entitled to communicate Individual's obligations under this Agreement to any future customer or employer to the extent deemed necessary by Franchisee for protection of its rights hereunder and regardless of whether Individual or any of its affiliates or assigns becomes an investor, partner, joint venturer, broker, distributor or the like in a Franchised Business.
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, an individual is obligated to protect Trade Secrets and Confidential Information, regardless of whether such information is expressly designated as such. The absence of a specific designation does not relieve the individual of their responsibilities to maintain confidentiality. This obligation arises from the understanding that access to Trade Secrets and Confidential Information creates a relationship of confidence and trust between the individual and the Aplus franchisee.
The individual is prohibited from communicating or divulging any Trade Secrets or Confidential Information to any party other than the franchisee, or using it for their own benefit. They must take all reasonable steps requested by the franchisee to ensure that such information is kept confidential, adhering to all applicable policies and procedures established by the franchisee.
These confidentiality obligations extend beyond the termination of the individual's relationship with the franchisee, irrespective of the reason for termination, whether voluntary or involuntary. Aplus is entitled to inform future customers or employers of the individual's obligations under the agreement to protect its rights. This ensures the continued protection of Aplus's Trade Secrets and Confidential Information, even after the individual is no longer associated with the franchise.
This requirement is designed to protect Aplus's competitive advantage and proprietary information. Prospective franchisees should ensure that all individuals who have access to Trade Secrets and Confidential Information understand and agree to these obligations, as the franchisee is liable for any unauthorized disclosure or use of such information by their employees, agents, or representatives.