Under what circumstances must I immediately stop using Mrcool's Confidential Information?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
her materials as may be modified, added to, replaced or supplemented.
"Trade Dress" refers to and means the MRCOOL designs, images, marketing materials, packaging, branding and/or branding images used in connection with the operation of the MRCOOL Center.
- 3. Your Access to Confidential Information. In addition to the representations and acknowledgments contained in the Recitals and Representations, above, you acknowledge and represent that in your capacity as an employee, independent contractor, officer and/or director of the MRCOOL Center that you will be gaining access to, among other things, the Confidential Information. You acknowledge that the terms of this Agreement are fair and reasonable.
- 4. Protection of the Confidential Information. You agree that: (i) you will not use the Confidential Information in any business or capacity other than the MRCOOL Center; (ii) you will maintain the confidentiality of the Confidential Information at all times; (iii) you will not make unauthorized copies of documents containing the Confidential Information; (iv) you will take such reasonable steps as the we may ask of you from time to time to prevent unauthorized use or disclosure of the Confidential Information; and (v) you will stop using the Confidential Information immediately at our request or demand. You will not use the Confidential Information for any purpose other than for the performance of your duties on behalf of us and in accordance with the scope of your work with us.
- 5. Reasonableness of Covenants and Restrictions. You agree that the terms of this Agreement are reasonable and fair and that you have sufficient resources and business experience and opportunities to earn
an adequate living while complying with the terms of this Agreement. You hereby waive any right to challenge the terms of this Agreement as being overly broad, unreasonable or otherwise unenforceable.
6. Breach. You agree that failure to comply with the terms of this Agreement will cause irreparable harm to us and to our Franchisor, MRCOOL Franchising, LLC, and other MRCOOL franchisees for which there is no adequate remedy at law.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, as a franchisee, you must immediately stop using Mrcool's Confidential Information if Mrcool requests or demands it. The Confidential Information includes non-public methods, specifications, standards, policies, procedures, information, concepts, programs, systems relating to the development, establishment, marketing, promotion, and operation of the MRCOOL Center. It also includes information concerning customers, customer lists, email lists, database lists, product sales, operating results, financial performance and other financial data of the MRCOOL Center, Business Management System Data, current and future information contained in the MRCOOL Operations Manual, and merchandise, inventory, and service procedures that are not disclosed to the public but used by the MRCOOL Center.
Additionally, upon the expiration, termination, or transfer of the Franchise Agreement for any reason, the franchisee must immediately and permanently cease using the System, which includes the Confidential Information, Licensed Marks, Business Management System Data, and the Operations Manual. This extends to any methods, procedures, or techniques associated with the System in which Mrcool possesses proprietary rights or that constitute Mrcool's trade secrets, System Supplies, Approved Services and Products, and any other advertising, marketing, media, and any other information, documents or things associated with Mrcool.
Furthermore, the franchisee is obligated to return to Mrcool the Operations Manual, including all parts, supplements, and copies, the Confidential Information (including the Business Management System Data and all customer lists and information), and all other confidential materials, equipment, software, information, and property owned by Mrcool, along with all copies. The franchisee is allowed to retain copies of the Franchise Agreement, correspondence between Mrcool and the franchisee (excluding Confidential Information contained therein), and other documents required to be retained by applicable law.
Failure to comply with these requirements could result in legal action and further penalties, as the franchisee acknowledges the reasonableness and fairness of these terms and waives any right to challenge them as overly broad, unreasonable, or otherwise unenforceable.