What software and technology information is considered Confidential Information for a Cream franchise?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
You and your owners and personnel may be provided and/or have access to non-public information about the System and the operation of Jeni's Ice Creams Scoop Shops, including your Shop (the "Confidential Information"), including: (i) site selection criteria, market or demographic research, and/or other real estate reports; (ii) training and operations materials and manuals, including the Brand Manual; (iii) the system standards and other methods, formats, specifications, standards, systems, procedures, techniques, sales and marketing techniques, knowledge, and experience used in developing, promoting and operating Jeni's Ice Creams Scoop Shops; (iv) recipes, ingredient lists, nutrition facts, methods of preparation, and other information about products and menu items, including the existence or specifications of any seasonal or other unreleased products and menu items; (v) market research, promotional, marketing, and advertising programs for Jeni's Ice Creams Scoop Shops; (vi) identity or specifications of any of our required, approved, or designated suppliers, products, or services; (vii) any software or technology which is proprietary to the System, including any login credentials for, source code of, and data, reports, and other materials generated by the software or technology; (viii) knowledge of the operating results and financial performance of any Jeni's Ice Creams Scoop Shops, including your Shop; (ix) customer data, including personal information, analytic data, and opt-in/opt-out preferences; and (x) any other information designated as confidential or proprietary by us.
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, software and technology proprietary to the Cream system is considered Confidential Information. This includes login credentials, source code, and data, reports, and other materials generated by the software or technology.
As a Cream franchisee, you will be responsible for maintaining the confidentiality of this information. This means you must not disclose it to unauthorized parties and must take steps to protect it from unauthorized access. This obligation extends to your owners and personnel. You are responsible for any violations of this requirement by anyone you provide the Confidential Information to.
The Franchise Disclosure Document specifies that all Confidential Information is exclusively owned by Cream or its affiliates. Franchisees are only allowed to use this information to the extent necessary for operating their shop in accordance with the Franchise Agreement. Franchisees must also adhere to Cream's privacy policies and system standards when handling Confidential Information. This is a fairly standard clause in franchise agreements, as the franchisor needs to protect its intellectual property and trade secrets.
Upon termination of the franchise agreement, Cream may request that you destroy or return any of the Confidential Information. This ensures that the proprietary information remains protected even after the franchise relationship ends. The FDD also specifies that information that is already lawfully known to the public is not considered Confidential Information.