Can a Cream franchisee disclose Confidential Information to anyone?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
All Confidential Information is exclusively owned by us or our affiliates and is proprietary to our System (other than certain personal information relating to your employees and personnel, and/or certain other data that we do not have access to or are otherwise designated or restricted by us). You and your owners will (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): (i) process, retain, use, collect, and disclose our Confidential Information strictly to the limited extent, and in such a manner, as necessary for the development and operation of your Shop in accordance with the Franchise Agreement; (ii) process, retain, use, collect, and disclose our Confidential Information strictly in accordance with the privacy policies and system standards we establish, and our and our representative's instructions; (iii) 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 operating your Shop in accordance with the Franchise Agreement (you will be responsible for any violation of this requirement by any person to whom you provide Confidential Information); (iv) not make unauthorized copies of any of our Confidential Information; (v) 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 the Franchise Agreement (and we may designate or approve the form of confidentiality agreement that you will use); and (vi) at our request, destroy or return any of the Confidential Information. Confidential Information does not include information, knowledge, or know-how, which is lawfully known to the public without violation of applicable law or an obligation to us or our affiliates.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 40–42)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, franchisees have strict limitations on disclosing Confidential Information. Cream defines Confidential Information broadly, encompassing non-public details about the System and the operation of Jeni's Ice Creams Scoop Shops, including site selection criteria, training materials, operational methods, recipes, marketing programs, supplier information, proprietary software, financial performance data, and customer data.
Cream franchisees and their owners must adhere to specific guidelines regarding Confidential Information. They can only disclose Confidential Information to their employees and representatives who need to know it for operating the Shop in accordance with the Franchise Agreement. Franchisees are responsible for any violations of this requirement by those they share the information with. They must also implement safeguards to prevent unauthorized use or disclosure, including security measures and confidentiality agreements with personnel.
The FDD specifies that Confidential Information does not include information already lawfully known to the public without any breach of obligation to Cream. Franchisees must also adhere to all applicable laws and regulations regarding personally identifiable information, assist Cream in meeting its compliance obligations, and promptly notify Cream of any requests from customers to access, correct, or delete their personal information. These measures ensure the protection of Cream's proprietary information and customer data.
Furthermore, any improvements or modifications to the franchise system made by the franchisee or their personnel become the property of Cream. This includes new operational systems or materials created by the franchisee, reinforcing Cream's control over its intellectual property and ensuring consistency across all franchise locations.