What is a Cool Binz franchisee prohibited from doing with the Confidential Information?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
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- You acknowledge and agree that you do not acquire any interest in Confidential Information, other than the right to utilize that which is disclosed to you in operating the COOL BINZ Business during the term of this Agreement, and that the use or duplication of any Confidential Information in any other business would constitute an unfair method of competition. You also acknowledge and agree that the Confidential Information is proprietary, includes our trade secrets, and is disclosed to you only on the condition that you must, during and at all times after the term of this Agreement:
- a. not use Confidential Information in any other business or capacity;
- b. maintain the absolute confidentiality of Confidential Information;
- c. not make unauthorized copies of any portion of Confidential Information disclosed via electronic medium or in written or other tangible form;
- d. adopt and implement all reasonable procedures that we prescribe from time to time to prevent unauthorized use or disclosure of Confidential Information, including, without limitation, restrictions on disclosure to employees of the COOL BINZ Business and others; and
- e. immediately upon the expiration of termination of this Agreement, return and cease using in any way all Confidential Information and provide us with immediate access to all computer or other electronic or other storage media, including without limitation, hard drives, memories, CDs, floppy disks, DVDs, zip drives, PDAs, jump drives or other peripheral drives and memory cards, containing any Confidential Information for the purpose of removing such Confidential Information or, if mutually agreed upon, surrender such devices to us.
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- The foregoing restrictions will not apply to the information that:
- a. is now public knowledge or hereafter becomes public knowledge through no fault of yours;
- b. is properly provided to you without restriction by a third party having no such restriction;
- c. is required to be disclosed by order of a competent court or governmental authority, provided, however, that you provide us with prompt written notice of any claim or litigation that could give rise to such a requirement, you furnish only that portion of the Confidential Information that you are required to disclose, and you advise the governmental authority of your confidentiality obligations under this Agreement and seek to obtain
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, franchisees face several restrictions regarding the use of Confidential Information. Franchisees cannot use the Confidential Information in any business or capacity other than operating their Cool Binz franchise. They must maintain absolute confidentiality and are prohibited from making unauthorized copies of the Confidential Information, whether it's disclosed electronically or in written form. Cool Binz also requires franchisees to implement procedures to prevent unauthorized use or disclosure, including restricting access to employees. Upon termination of the Franchise Agreement, franchisees must return all Confidential Information and provide Cool Binz with access to any storage media containing such information for its removal.
Cool Binz defines Confidential Information broadly, including general operating procedures, proprietary software, personnel guidelines, training programs, marketing materials, supplier information, operating results of other Cool Binz businesses, the Operations Manual, the Cool Binz owners' intranet website, sales strategies, and customer information. This broad definition means franchisees must be extremely careful about how they handle any information related to the Cool Binz system.
These restrictions do not apply to information that is already public knowledge, is provided to the franchisee without restriction by a third party, or is required to be disclosed by a court or governmental authority. However, even in the case of a required disclosure, the franchisee must provide Cool Binz with prompt written notice and only disclose the necessary portion of the Confidential Information, while also advising the governmental authority of their confidentiality obligations. This ensures Cool Binz has an opportunity to protect its confidential information to the fullest extent possible.
For a prospective Cool Binz franchisee, these stipulations highlight the importance of understanding and protecting Cool Binz's proprietary information. Failure to comply with these confidentiality requirements could result in legal action and significant damages, as Cool Binz emphasizes that a breach of confidentiality will cause severe and irreparable damage. Franchisees should ensure they have robust procedures in place to safeguard this information and train their employees accordingly.