What is the Cool Binz licensee obligated to do to ensure non-disclosure of the COOL BINZ Franchise Management Software System?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
renew each quarter and shall remain in effect throughout the term of the Franchise Agreement between Franchisor and Licensee.
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- Copies and Listings: The Licensee shall not copy or reverse-engineer the Product in whole or in part, nor shall it permit other parties to do so.
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- Protection of Product: Licensee agrees not to make available to any party the Product or any of its parts. Licensee agrees to take appropriate action with its employees and any other parties to obtain assurances of non-disclosure consistent with this Agreement.
- Licensee recognizes that the Product is Franchisor's copyrighted property, represents a large investment of human and financial resources by Franchisor, is a trade secret of Franchisor, and is confidential information. Licensee agrees to keep the Product, and all related materials, confidential. Licensee will use its best efforts, including any reasonable security precautions as Franchisor may request, to insure that the proprietary rights of Franchisor are preserved to the fullest extent possible under the law. In addition to the right to terminate this Agreement, Franchisor shall be entitled to seek appropriate injunctive relief in the event of any violation of the confidentiality of its copyrighted materials, and to bring an action at law where appropriate.
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- Assignment and Sub-Licensing: This License shall not be assigned or sub-licensed by Licensee, except with the prior, specific written consent of Franchisor.
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- Warranty: Franchisor warrants that the Product, when delivered to Licensee, shall be free from material defects and shall conform to the program documentation. Licensee acknowledges that the Product is of a complexity that it may have certain defects when
delivered. Licensee agrees that the sole liability of Franchisor shall be to correct program errors in the Product, and not to correct problems due to the hardware upon which the Product is operated, interaction with other non-standard software, or incorrect handling or employment of the Product by Licensee. All warranties extend only to the Licensee.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, a licensee has several obligations to ensure the non-disclosure of the COOL BINZ Franchise Management Software System. The licensee must not make the software or any of its parts available to any other party. They must also take appropriate action with their employees and any other parties to obtain assurances of non-disclosure, consistent with the franchise agreement.
Cool Binz considers the software a copyrighted property, a trade secret, and confidential information representing a significant investment. The licensee must keep the software and all related materials confidential and use their best efforts, including reasonable security precautions requested by Cool Binz, to preserve Cool Binz's proprietary rights.
Furthermore, at the start of their employment, the licensee must require their Managing Owner, Designated Managers, sales, and/or account management employees to sign non-disclosure and confidentiality agreements specified or approved by Cool Binz. These agreements will prohibit the disclosure of trade secrets, customer lists, or other confidential information regarding the COOL BINZ system or business operations. These agreements should also prevent employees from servicing or soliciting the Cool Binz Business's customers, except in their capacities as employees of the Cool Binz Business. Cool Binz may also require a copy of these signed agreements.