What is the role of Mrcool Franchising, LLC in the Mrcool Franchise Agreement, if not a direct party?

According to the 2025 Mrcool Franchise Disclosure Document, Mrcool Franchising, LLC is identified as an intended third-party beneficiary in the sample Confidentiality Agreement provided in Exhibit 2. This agreement is between the franchisee (as the owner of a licensed Mrcool Center) and their employee or contractor. Mrcool Franchising, LLC is not a direct party to this agreement between the franchisee and their personnel.

As a third-party beneficiary, Mrcool Franchising, LLC is entitled to certain benefits and rights under the Confidentiality Agreement, even though they are not a direct signatory. This means that Mrcool can enforce the confidentiality provisions against the franchisee's employees or contractors if they breach the agreement. This arrangement protects Mrcool's confidential information and trade secrets, ensuring that sensitive business data remains secure even at the franchisee level.

This setup is common in franchising, where the franchisor needs to protect its intellectual property and operational methods across all franchise locations. By being named as a third-party beneficiary, Mrcool maintains control over how its confidential information is handled within the franchise network, mitigating the risk of unauthorized disclosure or misuse. Prospective franchisees should understand that while they manage their employees and contractors, those individuals are also indirectly bound to protect Mrcool's interests through this agreement.