Does the Cool Binz agreement confer rights to non-parties?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
nal Guaranty Agreement.
At the start of their employment, you must require, as consideration for employment, each of your Managing Owner, Designated Managers, sales and/or account management employees to sign non-disclosure and confidentiality agreements that we have specified or approved. Such agreements will prohibit disclosure, by the employee to any other person or legal entity, of any trade secrets, customer lists, or other information, knowledge, or know-how regarding the System or the operation of the COOL BINZ Business, which is deemed confidential and/or proprietary by us. Such employee non-disclosure and confidentiality agreements will, to the fullest extent permitted by applicable law, prevent employees from servicing or soliciting any of the customers of your Business, except in their capacities as employees of the COOL BINZ Business. We may require you to send us a copy of such agreements once fully signed.
ITEM 16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
You must offer and provide only and all of the Services that we periodically require for COOL BINZ franchisees in the manner that we prescribe, and you may only provide the Services that we have authorized.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, the franchise agreement does address the rights and obligations of parties other than the franchisee and franchisor, specifically concerning employees and third-party claims.
The Cool Binz franchise agreement stipulates that franchisees must require their Managing Owner, Designated Managers, sales, and account management employees to sign non-disclosure and confidentiality agreements at the start of their employment. These agreements prevent employees from disclosing trade secrets, customer lists, or other confidential information about the Cool Binz system to any other person or legal entity. These agreements also prevent employees from servicing or soliciting the franchisee's customers, except in their capacity as employees of the Cool Binz Business. Cool Binz may also require franchisees to provide copies of these signed agreements.
Additionally, the agreement addresses situations where Cool Binz steps in to operate a franchise due to the franchisee's default. In such cases, the franchisee agrees to indemnify and hold Cool Binz (and its representatives and employees) harmless from any fines, claims, suits, or proceedings arising out of Cool Binz's operation of the business. This clause protects Cool Binz from liabilities caused by their operation of the franchise during the period of default.
These provisions in the Cool Binz franchise agreement demonstrate that the actions and agreements of employees and the potential for third-party claims are considered and addressed within the contractual relationship between Cool Binz and its franchisees.