Does the Ben Jerrys agreement mention that the operator will receive confidential information?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
10.1 OPERATOR agrees to use and permit the use of confidential information (as defined below) solely in connection with the operation of the Scoop Shop. OPERATOR shall not, during the term of this Agreement or thereafter, nor shall OPERATOR permit any employee, agent or affiliate to, communicate, divulge, or use for the benefit of OPERATOR (except in connection with operating the Scoop Shop), or any employee, agent or affiliate of OPERATOR, or any other person or entity, any confidential information, knowledge, or know-how concerning BEN & JERRY'S and/or the marketing, management or operations of the Scoop Shop that may be communicated to OPERATOR or of which OPERATOR may be apprised by virtue of OPERATOR's operation under the terms of this Agreement. OPERATOR shall divulge such confidential information only to such of its employees as must have access to it in order to operate the Scoop Shop. For purposes of this Agreement, "confidential information" means: (i) any and all information, knowledge, or know-how relating to BEN & JERRY'S and the System which may be communicated to OPERATOR, whether communicated in writing, orally, electronically, by inspection, or by sample, exhibit, training, demonstration, or other means; and (ii) all Manual, information, and materials received by OPERATOR from BEN & JERRY'S; provided, however, it shall not include information which OPERATOR can demonstrate came to its attention prior to disclosure thereof by BEN & JERRY'S, or which, at or after the time of disclosure by BEN & JERRY'S to OPERATOR, had become or later becomes
part of the public domain through publication or communication by others. Confidential information may include information relating to the development and operation of the System, including new products that may be in the testing stage; proprietary information regarding the Ben & Jerry's Products and the preparation of the Ben & Jerry's Products; advertising and marketing plans and materials for the System; information concerning the marketing, management and operation of scoop shops under the System; information concerning BEN & JERRY'S; electronic communications posted on the B&J Extranet; electronic mail distribution lists; and the Manual. The foregoing list of confidential information is illustrative only and does not necessarily include all matters considered confidential by BEN & JERRY'S.
10.2 At BEN & JERRY'S request, OPERATOR shall require its manager and any personnel having access to any confidential information of BEN & JERRY'S to execute covenants that they will maintain the confidentiality of information they receive in connection with their employment by OPERATOR at the Scoop Shop. Such covenants shall be in a form satisfactory to BEN & JERRY'S, including specific identification of BEN & JERRY'S as a third-party beneficiary of such covenants with the independent right to enforce them.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement stipulates that the operator will receive confidential information. The agreement mandates that the operator must use this confidential information solely for the operation of the Scoop Shop and prohibits them from disclosing or using it for personal benefit or the benefit of others. This obligation extends both during and after the term of the agreement. Ben Jerrys defines confidential information broadly, including any knowledge related to Ben Jerrys and the System, communicated in any form, as well as the Manual and related materials.
The confidential information covers various aspects, such as the development and operation of the Ben Jerrys system, including new products, proprietary information about Ben Jerrys products and their preparation, advertising and marketing plans, and details concerning the management and operation of scoop shops. The agreement clarifies that this list is illustrative and not exhaustive, meaning Ben Jerrys may consider other matters confidential as well.
Ben Jerrys also requires the operator to ensure that employees with access to confidential information sign agreements to maintain its confidentiality, with Ben Jerrys identified as a third-party beneficiary with the right to enforce these agreements. The operator is also obligated to treat the Manual and other operational materials as confidential, preventing unauthorized downloading, copying, or distribution. This is a common practice in franchising to protect the brand's proprietary information and maintain a competitive advantage.