What is the scope of individuals that Cream requires to keep Confidential Information confidential?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
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;
- (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
- (f) at our request, destroy or return any of the Confidential Information.
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, the confidentiality obligations extend beyond just the franchisee. Cream requires the franchisee and their owners to ensure that several related parties also maintain the confidentiality of Cream's proprietary information. This includes current and former spouses, immediate family members, owners, officers, directors, employees, representatives, affiliates, successors, and assigns. The franchisee must use their best efforts to ensure all these parties adhere to the confidentiality requirements.
This broad scope means a Cream franchisee has a significant responsibility to manage and control the flow of confidential information. It's not enough for the franchisee to personally maintain confidentiality; they must actively work to ensure all related parties do as well. This could involve implementing training programs, establishing clear policies, and using confidentiality agreements with employees and representatives.
The FDD also specifies that the franchisee is responsible for any violation of confidentiality by anyone to whom they provide Cream's Confidential Information. This underscores the importance of carefully vetting who receives confidential information and ensuring they understand and agree to their obligations. Cream also has the right to designate or approve the form of confidentiality agreement that the franchisee uses, and it is the franchisee's responsibility to ensure that such agreement complies with and is enforceable under applicable laws in their jurisdiction.
This requirement is fairly standard in franchising, as franchisors need to protect their trade secrets and systems. However, the breadth of individuals covered under Cream's confidentiality clause highlights the importance of franchisees establishing robust internal controls and monitoring procedures to prevent unauthorized disclosure of confidential information.