What is Apricot Lane's definition of 'Confidential Information'?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
"Confidential Information"). Without limiting the foregoing, any and all information, knowledge and know-how, such as drawings, materials, equipment, techniques, retail business systems, techniques and procedures for display of products, customer lists, any and all data and other information relating to customers and/or potential customers, vendor lists, merchandise lists and other data, and other information that FRANCHISOR reasonably designates as confidential or proprietary shall be deemed Confidential Information for purposes of this Agreement, except information which FRANCHISEE can demonstrate lawfully came to its attention prior to disclosure thereof by FRANCHISOR; or which, at the time of disclosure by FRANCHISOR to FRANCHISEE, had lawfully become publicly available, through publication or communication by others.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to Apricot Lane's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary knowledge related to the operation of their franchised businesses. This includes, but isn't limited to, drawings, materials, equipment, techniques, retail business systems, and procedures for product display. It also extends to customer lists, data pertaining to customers and potential customers, vendor lists, merchandise lists, and any other information that Apricot Lane designates as confidential or proprietary.
For a prospective Apricot Lane franchisee, this definition means that they will have access to a substantial amount of sensitive business information that is critical to running the franchise. However, it also means they are legally obligated to protect this information and use it only for the purpose of operating their Apricot Lane store. This obligation extends both during the term of the franchise agreement and even after its termination or expiration.
There are exceptions to what constitutes Confidential Information. Information that the franchisee can demonstrate was already lawfully in their possession prior to disclosure by Apricot Lane, or information that was already publicly available at the time of disclosure, is not considered Confidential Information. This is a fairly standard clause in franchise agreements, as it protects the franchisor's trade secrets while acknowledging that some information may already be known or become public through legitimate means.
Apricot Lane takes the protection of its Confidential Information seriously, as evidenced by the remedies available to them in the event of a breach. Due to the unique nature of the Confidential Information, the Marks, and the Confidential Operations Manual, Apricot Lane is entitled to immediate equitable remedies, such as restraining orders and injunctive relief, to safeguard its proprietary information. This highlights the importance of franchisees understanding and adhering to the confidentiality obligations outlined in the franchise agreement.