In the Ben Jerrys confidentiality agreement, what are the possible legal structures that a Prospective Operator can have?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
During the Evaluation Period, certain confidential information about BEN & JERRY'S and its System may be disclosed or otherwise made known to PROSPECTIVE OPERATOR ("Confidential Information"). PROSPECTIVE OPERATOR agrees to respect and maintain the confidential nature of such Confidential Information, and not in any way disclose the Confidential Information in the operation of any business (excluding a Shop operated pursuant to a Franchise Agreement). It is agreed that PROSPECTIVE
OPERATOR's obligations under this Section 8 shall not expire upon termination of this Preliminary Agreement.
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- Transfer. This Preliminary Agreement is personal to PROSPECTIVE OPERATOR and it may not be transferred by assignment, will or operation of law.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
Based on the 2025 Ben Jerrys Franchise Disclosure Document, the confidentiality agreement refers to the "PROSPECTIVE OPERATOR" without specifying any particular legal structure. The agreement outlines the obligations of the Prospective Operator regarding confidential information, indicating that this party could be an individual, corporation, LLC, or other legal entity. The FDD emphasizes that the Prospective Operator must maintain the confidentiality of the disclosed information and not use it for their own benefit outside of evaluating the franchise opportunity.
Ben Jerrys requires the Prospective Operator to respect and maintain the confidential nature of the information disclosed during the evaluation period. This obligation remains even if the Preliminary Agreement is terminated. The agreement is personal to the Prospective Operator and cannot be transferred without written consent from Ben Jerrys. This suggests that Ben Jerrys is primarily concerned with the individual or entity that initially expresses interest in the franchise.
While the FDD does not explicitly list the acceptable legal structures for a Prospective Operator, it is important for potential franchisees to understand that they will be bound by the confidentiality agreement regardless of their business structure. Prospective franchisees should discuss with Ben Jerrys what specific legal structure requirements they may have during the application process and before signing the Franchise Agreement.