After the term of the Apricot Lane Franchise Agreement, is the Associate still obligated to keep Confidential Information secret?

According to Apricot Lane's 2025 Franchise Disclosure Document, the Associate's obligation to maintain the confidentiality of the Franchisor's Confidential Information extends beyond the term of the Franchise Agreement. Specifically, the Associate is prohibited from publishing, disclosing, divulging, or communicating any Confidential Information of Apricot Lane or its affiliates to any entity or using it for their own benefit or the benefit of others, not for the use of Apricot Lane or the Franchise Business, even after the agreement's term and any renewal term. This obligation continues indefinitely.

This means that even after an Apricot Lane franchise agreement expires or is terminated, the former franchisee (or Associate) is legally bound to protect the confidentiality of the brand's proprietary information. This includes knowledge, know-how, standards, methods, procedures, customer records, supplier information, databases, names, addresses, phone numbers, email addresses, customer purchase records, mail lists, manuals, promotional and marketing materials, marketing strategies, and any other data designated as confidential by Apricot Lane. The Operations Manual and its contents are also included in this definition.

The FDD also outlines exceptions to this nondisclosure obligation. The restrictions do not apply to information that was already in the public domain, came into the public domain through no fault of the Associate, was already in the Associate's possession without any confidentiality obligation, or is disclosed in legal proceedings where the Associate is legally compelled to disclose it, provided the Franchisor is notified and given the opportunity to obtain a protective order. This is a fairly standard clause in franchise agreements to protect the franchisor's intellectual property and trade secrets, while also allowing for legal compliance.

It is important to note that while the obligation to protect Confidential Information extends indefinitely, the obligation to protect Trade Secrets only lasts as long as the information qualifies as a Trade Secret. Additionally, the non-compete agreement lasts for a period of two years after the termination or expiration of the Franchise Agreement.