factual

Does the Ben Jerrys agreement state that the list of confidential matters is exhaustive?

Ben_Jerrys Franchise · 2025 FDD

Answer from 2025 FDD Document

For purposes of this Agreement, "Confidential Information" means: (a) any and all information, knowledge, or know-how relating to BEN & JERRY'S and the System which may be communicated to PROSPECTIVE OPERATOR prior to, on, or after the date of this Agreement, whether communicated in writing, orally, electronically, by inspection, or by sample, exhibit, training, demonstration, or by other means; and (b) all manuals, information, and materials received by PROSPECTIVE OPERATOR from BEN & JERRY'S; provided, however, it shall not include information which PROSPECTIVE 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 PROSPECTIVE OPERATOR, had become or later becomes part of the public domain through publication or communication by others.. Confidential Information may include, but is not limited to, information relating to the development and operation of the System, including new products that may be in the testing stage; proprietary information and trade secrets 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 operating manuals. The foregoing list of confidential matters is illustrative only and does not necessarily include all matters considered confidential by BEN & JERRY'S.

Source: Item 23 — RECEIPTS (FDD pages 134–358)

What This Means (2025 FDD)

According to Ben Jerrys's 2025 Franchise Disclosure Document, the agreement specifies what constitutes "Confidential Information." This includes any information, knowledge, or know-how related to Ben Jerrys and its system communicated to the prospective operator, as well as all manuals and materials received. The agreement lists examples such as information on system development, proprietary details about Ben & Jerry's products, marketing plans, and operational details of scoop shops.

However, the Ben Jerrys agreement explicitly states that the provided list of confidential matters is not exhaustive and serves only as an illustration. This means that Ben Jerrys retains the right to consider other matters as confidential, even if they are not specifically listed.

For a prospective Ben Jerrys franchisee, this implies that they must treat any information received from Ben Jerrys as confidential unless it can be proven that the information was already publicly available or known to the franchisee prior to disclosure. Franchisees should be aware that Ben Jerrys can designate additional information as confidential beyond what is initially outlined, creating a broader obligation of confidentiality.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.