Who owns the Business Management System Data between Mrcool and the franchisee?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
s Manual;
- (2) All rights in and to the Business Management System are non-transferable and non-assignable to Franchisee and shall be utilized by Franchisee subject to the terms and conditions of this
Agreement, Business Management System licenses that Franchisor may approve of and otherwise as determined by Franchisor in Franchisor's Reasonable Business Judgment;
- (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;
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, Mrcool owns the Business Management System Data. The FDD specifies that Mrcool is the exclusive owner of this data as between the franchisee and Mrcool. However, the franchisee has specific responsibilities related to the data.
The franchisee is required to store and maintain the Business Management System Data in compliance with all applicable local, state, and federal privacy, data collection, and solicitation laws. This means the franchisee must ensure the data is handled securely and legally. Upon the expiration or termination of the franchise agreement, the franchisee must preserve and maintain the data for the purpose of transferring it to Mrcool. This ensures Mrcool retains control and access to the data even after the franchise relationship ends.
Furthermore, Mrcool requires franchisees to provide and permit Mrcool to maintain direct and independent access to the Business Management System. Franchisees must also electronically transfer and transmit all Business Management System Data to Mrcool. This ongoing access and transmission of data allows Mrcool to monitor performance, maintain data integrity, and utilize the data for its broader business purposes. The franchisee can only allow employees of the Franchised Business to access the data for authorized operations and 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. The franchisee also has a duty to 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.