Does the non-disparagement clause for Cream extend to other brands or service-marked concepts operated or franchised by Cream's affiliates?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
During and after the Term, you and your owners agree not 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 not to) disparage or otherwise speak or write negatively, directly or indirectly, of us, our affiliates, any of our or our affiliates' directors, officers, employees, representatives or affiliates, current and former franchisees or developers of us or our affiliates, the Jeni's ® brand, the System, any Jeni's Ice Creams Scoop Shop, any other brand or service-marked or trademarked concept operated or franchised by us or our affiliates, or take any other action which would, directly or indirectly, subject any of the foregoing to ridicule, scandal, reproach, scorn, or indignity, or which would negatively impact or injure the goodwill of the System. Notwithstanding anything to the contrary, in no event will you be prohibited from providing truthful testimony in connection with a legal proceeding or governmental investigation. In addition, nothing in this Agreement shall prohibit you from reporting a suspected violation of law to the appropriate governmental agency or authority.
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to the 2025 FDD, the non-disparagement clause for Cream extends to other brands or service-marked concepts operated or franchised by Cream's affiliates. During and after the franchise term, the franchisee agrees not to disparage Cream, its affiliates, or any other brand or service-marked concept operated or franchised by Cream or its affiliates. This includes refraining from any action that could subject these entities to ridicule, scandal, or negatively impact their goodwill.
This clause also extends to the franchisee's owners, their current and former spouses, immediate family members, owners, officers, directors, employees, representatives, affiliates, successors, and assigns, requiring the franchisee to use their best efforts to ensure these parties also comply with the non-disparagement terms. The clause specifically mentions the Jeni's® brand and any Jeni's Ice Creams Scoop Shop, reinforcing that the non-disparagement extends beyond just the Cream brand itself.
There are exceptions to the non-disparagement clause, allowing franchisees to provide truthful testimony in legal proceedings or governmental investigations and to report suspected violations of law to the appropriate authorities. This ensures that franchisees are not restricted from fulfilling legal obligations or reporting illegal activities, providing a balance between protecting the brand's reputation and allowing for lawful and truthful disclosures.
For a prospective Cream franchisee, this means they must be cautious about any public statements or actions that could be construed as negative towards Cream, its affiliates, or related brands, even after the franchise agreement ends. Failure to comply could result in legal repercussions, making it essential to understand the scope and limitations of this clause.