What is the City Publications franchisee's obligation regarding the confidentiality of Confidential Information after the agreement term?
City_Publications Franchise · 2025 FDDAnswer from 2025 FDD Document
SECTION 8. CONFIDENTIAL INFORMATION
A. Requirement of Confidentiality
Franchisor shall disclose Confidential Information to Franchisee in the training program, the Manual and in guidance furnished to Franchisee during the term of this Agreement. Franchisee shall not acquire any interest in the Confidential Information, other than the right to utilize it in performing certain duties during the term of this Agreement, and Franchisee acknowledges that the use or duplication of the Confidential Information in any other business venture would constitute an unfair method of competition. Franchisee acknowledges and agrees that the Confidential Information is proprietary, includes Franchisor's trade secrets, and is disclosed to Franchisee solely on the condition that Franchisee (and its shareholders, officers, partners, members or managers, if Franchisee is a corporation, partnership, limited liability company or other business entity) does hereby agree that it: (a) shall not use the Confidential Information in any other business or capacity; (b) shall maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (c) shall not make unauthorized copies of any portion of the Confidential Information disclosed in written or other tangible form; and (d) shall adopt and implement all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use or disclosure of the Confidential Information. Franchisee agrees to enforce the preceding provisions of this Section as to its employees, agents and representatives and shall be liable to Franchisor for any unauthorized disclosure or use of Confidential Information by any of them.
Source: Item 23 — RECEIPT (FDD pages 39–129)
What This Means (2025 FDD)
According to City Publications' 2025 Franchise Disclosure Document, franchisees have a continuing obligation to maintain the confidentiality of the franchisor's Confidential Information even after the franchise agreement ends. This obligation extends not only to the franchisee but also to their shareholders, officers, partners, members, or managers if the franchisee is a business entity. Franchisees must not use the Confidential Information in any other business or capacity and must prevent unauthorized copies or disclosure of this information.
The definition of "Confidential Information" is broad, encompassing trade secrets, competitively sensitive data not publicly known, and various aspects of the City Publications system. This includes operational know-how, methods, techniques, formats, specifications, procedures, systems, policies, standards, business operating systems, record keeping, accounting, sales and marketing methods, training techniques, specifications for Card Packs, business forms, the Manual, ideas, research and development, lists of franchisees, advertisers, and suppliers, mailing data, market analyses, demographic studies, pricing, cost information, and software.
City Publications franchisees are responsible for ensuring their employees, agents, and representatives also adhere to these confidentiality requirements. Any unauthorized disclosure or use of Confidential Information by these parties will make the franchisee liable to the franchisor. This strict and ongoing confidentiality requirement is a critical aspect of the franchise agreement, designed to protect City Publications' proprietary information and maintain its competitive advantage.