What is the Ben Jerrys Developer prohibited from doing with confidential information during and after the term of the agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.4 DEVELOPER shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of any other person, partnership, association, corporation, or limited liability company, any confidential information, knowledge, or know-how
which may be communicated to DEVELOPER, or of which DEVELOPER may be apprised, by virtue of DEVELOPER'S operation under the terms of this Agreement. DEVELOPER shall divulge such confidential information only to such of its employees as must have access to the confidential information in connection with their employment. Any and all information, knowledge, know-how, techniques, and other data which BEN & JERRY'S designates as confidential shall be deemed confidential for purposes of this Agreement; provided, however, "confidential information" shall not include information which DEVELOPER 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 DEVELOPER, had become or later becomes part of the public domain through publication or communication by others.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Developer is restricted regarding the use of confidential information both during and after the agreement. Specifically, the Developer is prohibited from communicating, divulging, or using any confidential information, knowledge, or know-how for the benefit of any other person, partnership, association, corporation, or limited liability company. This restriction applies regardless of whether the Developer is still operating under the agreement or has ceased to do so.
The confidential information must only be shared with employees who require access to it for their job duties. Ben Jerrys retains the authority to designate what information is considered confidential, and such designation will be binding under the agreement. However, information that the Developer can prove was already known to them prior to disclosure by Ben Jerrys, or that has become public knowledge through no fault of the Developer, is not considered confidential.
This clause protects Ben Jerrys's proprietary information and trade secrets, ensuring that a franchisee cannot use what they learn to benefit a competitor or start a competing business using Ben Jerrys's methods. For a prospective franchisee, this means understanding the scope of what Ben Jerrys considers confidential and ensuring that all employees are also aware of these restrictions. Violation of this clause could lead to legal action by Ben Jerrys to protect its interests.