What is the customer's obligation regarding the use of Marble Slab Creamery's Confidential Information?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
During the term of this Agreement, Customer may have access to and become familiar with various trade secrets, confidential or proprietary information of MSF, including but not limited to specifications, drawings, samples, plans, business operations, pricing, menus, discounts or rebates, compilations of data and information selected, arranged and processed by MSF, invoices, restaurant development information, marketing plans, financial information of MSF, and other technical, marketing and/or business information disclosed by MSF to Customer, whether oral or written in electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" and all improvements, developments, supplements and derivations of any of the foregoing (collectively referred to herein as "Confidential Information").
Customer agrees that it shall use the Confidential Information solely for performing its obligations under this Agreement and that such Confidential Information may not be disclosed or otherwise used except upon MSF's prior written consent, which may be withheld in its discretion.
Customer shall further take reasonable precautions and act in such a manner as to ensure against unauthorized disclosure or use of MSF's Confidential Information in Customer's possession or control.
This Section shall not apply to information that is (i) in the public domain, (ii) known to Customer at the time of disclosure, or (iii) rightfully obtained by Customer on a nonconfidential basis from a third party.
Any and all files, records, documents, information, data, and similar items relating to the business of MSF, any of MSF's contacts, vendors or contractors or any of the Confidential Information, whether prepared by Customer or otherwise coming into its possession as a result of its services for MSF, shall remain the exclusive property of MSF.
Customer shall promptly deliver to MSF or destroy, at MSF's sole discretion, any of MSF's Confidential Information in Customer's possession or control (without Customer retaining any copies) upon expiration or termination of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
According to Marble Slab Creamery's 2025 Franchise Disclosure Document, as the customer, you may gain access to confidential information belonging to MSF (Marble Slab Franchising, LLC). This information includes trade secrets, specifications, drawings, business operation details, pricing, menus, discounts, data compilations, invoices, restaurant development information, marketing plans, and financial details. This information can be in oral, written, or electronic form, regardless of whether it's marked as confidential.
As a Marble Slab Creamery customer, you are obligated to use this confidential information solely to fulfill your obligations under the agreement with MSF. You cannot disclose or use this information without prior written consent from MSF, which MSF can withhold at its discretion. You must also take reasonable precautions to prevent unauthorized disclosure or use of MSF's confidential information.
However, these restrictions do not apply to information that is already publicly available, known to you at the time of disclosure, or rightfully obtained from a third party on a non-confidential basis. All files, records, documents, and data related to MSF's business remain MSF's exclusive property. Upon termination or expiration of the agreement, you must promptly deliver or destroy any of MSF's confidential information in your possession, without retaining any copies.