Under what circumstances must a Ben Jerrys franchisee obtain and provide signed confidentiality covenants?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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- PROSPECTIVE OPERATOR shall use the Confidential Information disclosed solely in connection with its evaluation of whether to enter into a Franchise Agreement for the operation of the Scoop Shop.
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- PROSPECTIVE OPERATOR shall not, at any time, without the prior written consent of BEN & JERRY'S: (i) copy any Confidential Information; (ii) communicate or divulge any Confidential Information to any other person or legal entity; or (iii) use any Confidential Information for the benefit of PROSPECTIVE OPERATOR or any other person or legal entity.
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- PROSPECTIVE OPERATOR acknowledges that all Confidential Information is, and shall treat all Confidential Information as, the property of BEN & JERRY'S, and upon the request of BEN & JERRY'S shall promptly return to BEN & JERRY'S all documents containing such Confidential Information, including, without limitation, any and all copies thereof (regardless of whether such copies were permitted under this Agreement).
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- PROSPECTIVE OPERATOR acknowledges that any violation of this Agreement by PROSPECTIVE OPERATOR will cause irreparable harm for which no adequate remedy at law may be available. Accordingly, PROSPECTIVE OPERATOR consents to the issuance of an injunction to prevent or to halt any violation of this Agreement. PROSPECTIVE OPERATOR shall reimburse BEN & JERRY'S upon demand for all costs incurred by BEN & JERRY'S in enforcing or obtaining remedies for the violation of this Agreement, including but not limited to attorneys' fees and court costs.
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- PROSPECTIVE OPERATOR acknowledges that any claim PROSPECTIVE OPERATOR may have against BEN & JERRY'S shall be a separate matter and shall not entitle PROSPECTIVE OPERATOR to violate, or justify any violation of, this Agreement. If any part of this Agreement is held invalid by a court or agency, the rest of this Agreement shall remain enforceable, and the part held invalid shall be enforceable to the extent found reasonable by the court or agency. This Agreement may be modified only by mutual agreement of the parties executed in writing.
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- This Agreement shall be binding upon and inure for the benefit of the undersigned parties, their successors and assigns; provided, however, that the Confidential Information shall not be assigned without the prior written consent of BEN & JERRY'S.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 65–66)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, a prospective franchisee ('PROSPECTIVE OPERATOR') is required to sign a confidentiality agreement as part of the process of evaluating whether to enter into a Franchise Agreement. This agreement ensures that the prospective franchisee will protect the confidential information disclosed to them by Ben Jerrys during their evaluation.
The confidentiality agreement specifically restricts the prospective franchisee from copying, communicating, divulging, or using the confidential information for their own benefit or the benefit of any other person or entity without Ben Jerrys's prior written consent. The prospective franchisee acknowledges that all confidential information remains the property of Ben Jerrys and must be promptly returned upon request, along with all copies.
The FDD states that any violation of the confidentiality agreement by the prospective franchisee will cause irreparable harm to Ben Jerrys, potentially leading to an injunction to prevent or stop the violation. The prospective franchisee is also responsible for reimbursing Ben Jerrys for all costs incurred in enforcing the agreement, including attorney's fees and court costs. This agreement is binding upon the parties and their successors, but the confidential information cannot be assigned without Ben Jerrys's written consent.