Under what circumstance is information considered not confidential under the Apricot Lane franchise agreement, specifically relating to public availability?
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, information is not considered confidential if the franchisee can demonstrate it lawfully came to their attention before the franchisor disclosed it, or if it lawfully became publicly available through publication or communication by others at the time the franchisor disclosed it to the franchisee. This means Apricot Lane franchisees are not bound to keep information secret if it was already known to them or has become generally known to the public through legitimate means.
This exception protects franchisees from being penalized for knowing or using information that is already in the public domain. However, the franchisee bears the burden of proving that the information falls under these exceptions. This could involve demonstrating prior knowledge or providing evidence of public disclosure.
It is important for prospective Apricot Lane franchisees to understand the scope of confidential information as defined in the franchise agreement and to keep records of any information they already possess or that becomes publicly available. This will help them avoid potential disputes with the franchisor regarding the use or disclosure of such information. Franchisees should seek legal counsel to fully understand their rights and obligations regarding confidential information under the Apricot Lane franchise agreement.