What form of agreement is represented by exhibit A-2 in the Cool Binz FDD?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPTS]
EXHIBIT A-2 TO THE FRANCHISE DISCLOSURE DOCUMENT
CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT
With respect to determining the feasibility of whether or not to purchase a COOL BINZ franchise, Cool Binz International, LLC, is prepared to provide you with certain financial, business, marketing, and operational information concerning the business operations of Cool Binz International, LLC.
We are able to provide you this information with your explicit understanding and agreement that you recognize and agree that this information is confidential and valuable, and that this information constitutes special and unique proprietary rights and assets of Cool Binz International, LLC.
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 22 — CONTRACTS (FDD pages 62–63)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, Exhibit A-2 is a Confidentiality/Non-Disclosure Agreement. This agreement outlines the terms under which Cool Binz International, LLC will share sensitive business information with potential franchisees. It emphasizes that the information shared is confidential, valuable, and proprietary to Cool Binz.
Under this agreement, prospective franchisees acknowledge the confidential nature of the information and agree not to disclose it to third parties or use it for their own purposes. However, disclosure is permitted to attorneys, accountants, or business consultants involved in the franchisee's due diligence, provided they also comply with the agreement's terms. The agreement also requires prospective franchisees to protect the confidentiality of the information with the same level of care they use to protect their own most confidential information.
Furthermore, if a prospective franchisee decides not to purchase a Cool Binz franchise, or if Cool Binz requests it, all provided materials must be returned or certified as destroyed. The document states that any breach of this agreement could cause severe and irreparable damage to Cool Binz, entitling them to pursue all available legal remedies, including specific performance. This agreement is a standard practice in franchising to protect the franchisor's proprietary information during the evaluation phase.