What is an Apricot Lane franchisee obligated to do regarding the confidentiality of proprietary information during and after the franchise term?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
om information disclosed to FRANCHISEE by FRANCHISOR and that such information is proprietary, confidential and a trade secret of FRANCHISOR relating to the development and operation of Specialty Stores (the
"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.
B. Use and Restrictions of Confidential Information
FRANCHISEE shall maintain the absolute confidentiality of all Confidential Information during and after the term of the franchise and shall not use any such Confidential Information in any other business or in any manner not specifically authorized or approved in writing by FRANCHISOR. FRANCHISEE shall divulge Confidential Information only to the extent and only to such of its employees as must have access to it in order to operate the Franchised Business.
C. FRANCHISEE's Employees
All employees of FRANCHISEE having access to the Confidential Information of FRANCHISOR shall be required to execute confidentiality agreements in a form acceptable to FRANCHISOR or as provided in the Confidential Operations Manual.
**D.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 33–34)
What This Means (2025 FDD)
According to the 2025 Apricot Lane FDD, franchisees have specific obligations regarding the confidentiality of the franchisor's proprietary information, both during the term of the franchise agreement and after its termination or expiration. Franchisees must maintain absolute confidentiality of all confidential information and are restricted from using it in any business other than the Apricot Lane franchised business, unless specifically authorized by the franchisor in writing. This includes safeguarding information such as drawings, materials, equipment, retail business systems, customer lists, vendor lists, and any data the franchisor designates as confidential.
During the franchise term, franchisees may only share confidential information with employees who need access to it for operating the Apricot Lane store. All such employees must sign confidentiality agreements in a form acceptable to Country Visions, Inc. (the franchisor). Franchisees are also responsible for ensuring that the Confidential Operations Manual is kept up-to-date and secure at the franchised business premises, preventing unauthorized access to it, including access through computer systems.
Post-termination or expiration of the franchise agreement, the franchisee's obligation to maintain the confidentiality of the franchisor's information survives. This means that even after the franchise relationship ends, the franchisee cannot disclose or use the confidential information acquired during the term of the franchise. The FDD also states that due to the unique nature of the confidential information, Apricot Lane is entitled to equitable remedies, such as restraining orders and injunctive relief, to protect its proprietary information, as monetary damages may not be sufficient compensation for a breach of confidentiality.