Does the Cool Binz franchise agreement confer any goodwill or other interest in the Marks to the franchisee?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
You acknowledge and reaffirm that the COOL BINZ customer list developed under your Franchise Agreement, is the sole and exclusive proprietary information of Cool Binz International, LLC, and you have no ownership right(s) or any other interest in this customer list except as a COOL BINZ franchisee. In the event of any future termination and/or expiration of your franchise agreement with Cool Binz International, LLC, you will not retain, in any form, a copy of this customer list. You further agree not to market to, service or otherwise deal with any customers on the list for leasing or portable storage containers, devices and equipment, including, clima
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, franchisees do not acquire goodwill or any lasting interest in the Cool Binz Marks. The franchise agreement emphasizes that the operation and maintenance of the Cool Binz business according to the System Standards is essential to preserve the goodwill for the Marks and all Cool Binz franchisees. This highlights that the goodwill associated with the Marks remains the property of Cool Binz.
Furthermore, the franchise agreement includes non-compete clauses that restrict the franchisee's activities both during and after the term of the agreement. Specifically, franchisees are prohibited from engaging in similar businesses or using Cool Binz's confidential information, system, marks, customer lists, or trade secrets for any business other than the franchised Cool Binz business. After the agreement expires or terminates, the franchisee is restricted from engaging in a similar business or soliciting Cool Binz customers for a specified period and within a defined geographic area. These restrictions further reinforce that the goodwill remains with Cool Binz.
In the addendum to the franchise agreement for use in California, it is explicitly stated that the Cool Binz customer list developed under the Franchise Agreement is the sole and exclusive proprietary information of Cool Binz International, LLC, and the franchisee has no ownership right(s) or any other interest in this customer list except as a Cool Binz franchisee. This means that upon termination or expiration of the franchise agreement, the franchisee must not retain any copy of the customer list and cannot market to or service any customers on the list for similar services. This provision underscores that the customer relationships and associated goodwill belong to Cool Binz, not the franchisee.
Overall, the franchise agreement is structured to ensure that the goodwill associated with the Cool Binz Marks and customer relationships remains the property of Cool Binz, with the franchisee having no enduring interest or rights to it beyond the term of the agreement. This is a common practice in franchising, where the franchisor retains ownership of the brand and system, while the franchisee is granted a limited license to operate under those trademarks and systems.