Is a Cream franchisee allowed to make unauthorized copies of Confidential Information?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
All Confidential Information will be owned by us or our affiliates (other than personally identifiable information relating to the employees, officers, contractors, owners or other personnel of you, your affiliates, or your Jeni's Ice Creams Scoop Shop, and/or such other personally identifiable information designated by us from time to time). You acknowledge and agree that: (1) you will not acquire any interest in any of our Confidential Information, other than the right to use it as we specify under this Agreement or the Franchise Agreements you sign, in each case in accordance with the terms of such agreement; and (2) our Confidential Information is proprietary, includes our trade secrets, and is disclosed to you only on the condition that you will protect it. You acknowledge that any unauthorized use or disclosure of our Confidential Information would be an unfair method of competition and a breach of trust and confidence and will result in irreparable harm to us and/or our affiliates. You and your owners agree to (and to use each of your best efforts to cause each of your respective current and former spouses, immediate family members, owners, officers, directors, employees, representatives, affiliates, successors and assigns to):
- (a) process, retain, use, collect, and disclose our Confidential Information strictly to the limited extent, and in such a manner, as necessary for exercise of your Development Rights in accordance with this Agreement, and/or the operation of Jeni's Ice Creams Scoop Shops under the respective Franchise Agreements, and not for any other purpose of any kind;
- (b) process, retain, use, collect, and disclose our Confidential Information strictly in accordance with the privacy policies and standards we establish from time to time, and our and our representative's instructions;
- (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;
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from making unauthorized copies of the company's Confidential Information. The FDD emphasizes that all Confidential Information is owned by Cream or its affiliates and is disclosed to franchisees only under the condition that they protect it. Unauthorized use or disclosure is considered an unfair method of competition and a breach of trust, resulting in irreparable harm to Cream.
Cream outlines specific obligations for franchisees and their personnel regarding Confidential Information. These include processing, retaining, using, collecting, and disclosing Confidential Information strictly as necessary for exercising development rights or operating Jeni's Ice Creams Scoop Shops under the Franchise Agreements. Franchisees must also adhere to Cream's privacy policies and standards, and only disclose Confidential Information to employees and representatives who need it for assisting in these activities. Franchisees are responsible for any violations of these requirements by individuals to whom they provide Confidential Information.
The definition of Confidential Information is broad, encompassing various aspects of Cream's business operations. This includes site selection criteria, training and operations materials, System Standards, recipes, market research, supplier information, software, operating results, customer data, and any other information designated as confidential by Cream. The Brand Manual, which contains mandatory specifications, standards, and operating procedures, is also considered part of the Confidential Information.
This stringent protection of Confidential Information is typical in franchising, as it safeguards the brand's competitive advantage and proprietary knowledge. Prospective Cream franchisees should understand the scope of Confidential Information and the potential consequences of unauthorized use or disclosure, which could include legal action and termination of the franchise agreement.