Am I responsible if someone I provide Cream's Confidential Information to violates the confidentiality requirements?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) keep confidential and not disclose, sell, distribute, or trade our Confidential Information to any person other than those of your employees and representatives who need to know such Confidential Information for the purpose of assisting you in exercising your Development Rights in accordance with this Agreement, and/or operating Jeni's Ice Creams Scoop Shops in accordance with Franchise Agreements with us; and you agree that you will be responsible for any violation of this requirement by any person to whom you provide Confidential Information;
- (d) not make unauthorized copies of any of our Confidential Information;
- (e) adopt and maintain administrative, physical, and technical safeguards to prevent unauthorized use or disclosure of any of our Confidential Information, including by establishing reasonable security and access measures, restricting its disclosure to key personnel, and/or by requiring persons who have access to such Confidential Information to be bound by contractual obligations to protect such Confidential Information and preserve our rights and controls in such Confidential Information, in each case that are no less protective or beneficial to us than the terms of this Agreement (and we reserve the right to designate or approve the form of confidentiality agreement that you use, provided that it is your responsibility to ensure that such agreement complies with and is enforceable under applicable laws in your jurisdiction); and
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, franchisees are responsible for any violations of confidentiality requirements by individuals to whom they provide Cream's Confidential Information. This includes employees and representatives who need access to the information to assist in the development and operation of the Cream shop.
This means that as a Cream franchisee, you must ensure that anyone who has access to Cream's confidential information, such as the Brand Manual, operating procedures, recipes, and customer data, is aware of and adheres to the confidentiality requirements. It is your responsibility to take appropriate measures to prevent unauthorized use or disclosure of this information by those individuals.
To protect Cream's confidential information, franchisees must adopt and maintain administrative, physical, and technical safeguards. These safeguards include establishing reasonable security and access measures, restricting disclosure to key personnel, and requiring individuals with access to the information to be bound by contractual obligations to protect it. Cream reserves the right to designate or approve the form of confidentiality agreement used, but it is the franchisee's responsibility to ensure the agreement complies with and is enforceable under applicable laws. Therefore, it is important to consult with an attorney to ensure that the confidentiality agreements are legally sound and provide adequate protection for Cream's confidential information.
This requirement is fairly standard in franchising, as franchisors need to protect their trade secrets and proprietary information. The franchisee's responsibility extends to ensuring that anyone they share the information with also protects it. Failing to adequately protect this information could lead to legal and financial repercussions for the franchisee.