What data storage requirements must a Mrcool franchisee adhere to regarding the Business Management System Data?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
- (3) As between Franchisee and Franchisor, Franchisor is and shall be the exclusive owner of the Business Management System Data, except that Franchisee shall store and maintain such data in accordance with all applicable local, state and federal privacy, data collection and solicitation laws. Among other things, upon expiration or termination of this Agreement for any reason, Franchisee shall preserve and maintain the Business Management System data for the purpose of transferring such data to Franchisor;
- (4) At all times, Franchisee shall provide and permit Franchisor to maintain direct and independent access to the Business Management System and Franchisee shall electronically transfer and transmit to Franchisor all Business Management System Data;
- (5) When instructed by Franchisor, Franchisee shall upgrade, replace and modify the Business Management System;
- (6) Franchisee shall promptly disclose to Franchisor all ideas and suggestions for modifications or enhancements to the Business Management System, to the configuration and templates associated with the Business Management System and that Franchisor shall have the right to use such ideas and suggestions and that Franchisee shall not receive or obtain any ownership rights or interests in any modifications or enhancements to the Business Management System;
- (7) Other than permitting access to employees of the Franchised Business for the purpose of conducting the authorized operations of the Franchised Business, Franchisee shall not permit nor allow any third party to access, utilize or duplicate the Business Management System or the Business Management System Data without Franchisor's prior written consent;
- (8) Franchisee shall keep and maintain the Business Management System and the Business Management System Data as secret and confidential and Franchisee shall maintain security precautions to maintain the confidentiality and secrecy of the Business Management System Data and to prevent the unauthorized access or use; and
- (9) In no event shall Franchisor be liable to Franchisee for any damages, including any lost profits, lost savings, or other incidental or consequential damages, relating to Franchisee's use or, Franchisee's inability to use, the Business Management System even if Franchisor has been advised of the possibility of such damages, or for any claim by any other party including the software manufacturer. The foregoing limitations of liability are intended to apply without regard to whether other provisions of the Agreement have been breached or proven ineffective.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, Mrcool franchisees have specific obligations regarding the storage and maintenance of Business Management System Data. Mrcool retains exclusive ownership of this data, but franchisees are responsible for storing and maintaining it in compliance with all applicable local, state, and federal privacy, data collection, and solicitation laws. This means franchisees must ensure their data storage practices adhere to legal standards for data protection and privacy. Upon termination or expiration of the franchise agreement, the franchisee must preserve and maintain the Business Management System data for the purpose of transferring it to Mrcool.
Furthermore, Mrcool franchisees must provide and permit Mrcool to maintain direct and independent access to the Business Management System. Franchisees are also required to electronically transfer and transmit all Business Management System Data to Mrcool. This ensures Mrcool has continuous access to the data for oversight and operational purposes. Franchisees must also upgrade, replace, and modify the Business Management System when instructed by Mrcool, ensuring the system remains current and aligned with Mrcool's standards.
In addition to these requirements, Mrcool franchisees must keep the Business Management System and its data confidential, implementing security precautions to prevent unauthorized access or use. The franchisee is only permitted to allow employees of the Franchised Business to access the system for authorized operations. Franchisees cannot allow any third party to access, utilize, or duplicate the Business Management System or the Business Management System Data without Mrcool's prior written consent. These measures are in place to protect Mrcool's proprietary information and maintain the integrity of the system.
It is important to note that Mrcool is not liable for any damages, including lost profits or savings, related to the franchisee's use or inability to use the Business Management System, even if Mrcool has been advised of potential damages. This limitation of liability applies regardless of any breaches or ineffectiveness of other agreement provisions. Prospective franchisees should carefully consider these data storage and access requirements, along with the liability limitations, to fully understand their obligations and potential risks associated with the Business Management System.