Who is named as an express intended third-party beneficiary in the confidentiality agreement required for a Marble Slab Creamery franchise transfer?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 12.2.2 Any purported Assignment, transfer or encumbrance, by operation of law or otherwise, not having the written consent of Franchisor required by this Section 12.2.1 will be null and void and will constitute a material breach of this Agreement, for which Franchisor may terminate without opportunity to cure pursuant to Section 13.2 of this Agreement. Except in the instance of Franchisee advertising to sell the Restaurant and assign this Agreement in accordance with the terms hereof, Franchisee shall not, without Franchisor's prior written consent, offer for sale or transfer at public or private auction or advertise publicly for sale or transfer, the furnishings, interior and exterior decor items, supplies, fixtures, equipment, Franchisee's lease or the real or personal property used in connection with the Restaurant.
Source: Item 22 — CONTRACTS (FDD page 101)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery Franchise Disclosure Document, if a franchisee intends to sell their restaurant and assign the franchise agreement, they cannot disclose confidential information to any potential transferee without first obtaining a confidentiality agreement. This agreement must be in a form prescribed or approved by Marble Slab Creamery.
Crucially, Marble Slab Creamery is explicitly named as an express intended third-party beneficiary in this confidentiality agreement. This provision means that Marble Slab Creamery has specific rights under the agreement, even though they are not a direct party to it between the franchisee and the potential transferee.
This setup protects Marble Slab Creamery's confidential information and trade secrets during a potential franchise transfer. By being named as a third-party beneficiary, Marble Slab Creamery can directly enforce the confidentiality agreement against the transferee if the transferee breaches it, ensuring the brand's proprietary information remains secure.