What is the definition of 'Confidential Information' in the context of a Cool Binz franchise?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
The term "Confidential Information" shall mean and include any and all information disclosed by us to you relating to the COOL BINZ business and potential trade name and internet web names, whether copyrighted or patented. Provided; however, Confidential Information shall not include information which:
- A. Is disclosed to you following the date of this Agreement by a third party who is not under an obligation to keep the information confidential;
- B. Is or becomes publicly disclosed through no act or omission of yours; and/or
- C. Information previously known by you prior to contact with us.
In accepting this Confidential Information, you agree that you will not disclose it to any third party or make use of it yourself, in any regard, with the exception that it may disclosed to an attorney, accountant or business consultant that you utilize as part of your due diligence process, provided you assure they are informed of and comply with all the terms of this Confidentiality and Non-Disclosure Agreement.
You further agree to maintain the confidentiality of any and all confidential information which has been provided to you in a manner using at least the same degree of care as the manner used to maintain the confidentiality of your most confidential information.
In the event that you do not purchase a COOL BINZ business, or upon our request at any time, you agree to return all materials furnished to you or to certify in writing that such information has been destroyed.
You further recognize that breach of this Confidentiality and Non-Disclosure Agreement by you will cause severe and irreparable damage to Cool Binz International, LLC, and that Cool Binz International, LLC, may pursue all of its rights and remedies after any breach, including specific performance.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, 'Confidential Information' encompasses all data disclosed to a prospective franchisee regarding the Cool Binz business, including the potential trade name and internet web names, whether copyrighted or patented. This broad definition aims to protect Cool Binz's proprietary assets and business strategies. However, the definition excludes information that is already publicly available, received from a third party without confidentiality obligations, or previously known by the franchisee before their engagement with Cool Binz.
Cool Binz requires franchisees to treat this information with a high degree of care, equivalent to how they protect their own most confidential data. Franchisees are prohibited from disclosing this information to third parties or using it for their own purposes, except when sharing it with their attorneys, accountants, or business consultants for due diligence, provided these professionals also agree to maintain its confidentiality. This ensures that sensitive business details remain protected during the evaluation phase and beyond.
Upon termination of the franchise agreement or if a potential franchisee decides not to purchase a Cool Binz franchise, all confidential materials must be returned or certified as destroyed. Failure to comply with these confidentiality obligations can result in significant damages to Cool Binz, potentially leading to legal action, including specific performance. This underscores the importance of safeguarding Cool Binz's proprietary information and adhering to the terms of the confidentiality agreement.
Furthermore, Cool Binz also requires its franchisees to ensure that their employees sign non-disclosure and confidentiality agreements at the start of their employment. These agreements prevent employees from disclosing trade secrets, customer lists, or any other confidential information related to the Cool Binz system or business operations. This measure extends the protection of Cool Binz's confidential information beyond the franchisee to include their staff, ensuring a comprehensive approach to safeguarding sensitive business data.