What is considered a breach of the Aunt Millies Bakeries agreement?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
ing that all persons engaged by DISTRIBUTOR comply fully with all the terms and conditions of this Agreement. Any breach of this Agreement by any person engaged by DISTRIBUTOR shall be deemed to be a breach by DISTRIBUTOR.
§4.4 NON-COMPLIANCE: Failure to carry out the obligations listed in this Article or elsewhere in this Agreement shall be considered a breach of this Agreement and shall entitle AUNT MILLIE'S to terminate this Agreement as more specifically set forth in Article 9 hereof, except that DISTRIBUTOR shall not be responsible for failures caused by Force Majeure; provided, however, that an event of Force Majeure shall not excuse DISTRIBUTOR from any obligations to pay for Products pursuant to Article 3.
ARTICLE 5 AUNT MILLIE'S OBLIGATIONS
- §5.1 DELIVERY AND COOPERATION: AUNT MILLIE'S shall use its best efforts to deliver to DISTRIBUTOR sufficient quantities of the Products to supply Outlets requesting service in the Sales Area, to assist in the development of new Outlets, to pursue the development of new Products, to preserve and develop the quality and marketability of the Products, and to assist and cooperate with DISTRIBUTOR'S sales efforts, except that AUNT MILLIE'S shall not be responsible for failures caused by Force Majeure.
- §5.2 SALES TO CHAINS: In order to enable DISTRIBUTOR to pursue business opportunities with Chains, which may require standard terms for all its outlets, AUNT MILLIE'S agrees to assist DISTRIBUTOR to from time to time arrange Chain account programs, promotions, delivery authorizations and purchasing and billing
terms for the sale of Products to Outlets of a Chain within DISTRIBUTOR's Sales Area. Nothing herein shall be deemed to authorize AUNT MILLIE'S as DISTRIBUTOR's agent or to create an agency relationship. DISTRIBUTOR is not obligated to accept or continue use of AUNT MILLIE'S assistance and may at any time make its own arrangements for terms and prices to its Outlets. Nothing herein shall require either party to pay slotting allowances or other similar fees or charges imposed by the Chains.
ARTICLE 6 CONFIDENTIALITY
§6.1 CONFIDENTIAL INFORMATION. As a result of this Agreement, DISTRIBUTOR may have access to or obtain certain information not available to the general public regarding AUNT MILLIE'S business ("Confidential Information").
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries' 2025 Franchise Disclosure Document, several actions can be considered a breach of the agreement. A failure to fulfill the obligations outlined in the agreement allows Aunt Millie's to terminate the agreement, unless the failure is due to Force Majeure, though this exception does not excuse the distributor's obligation to pay for products.
Specifically, the FDD outlines two types of breaches: non-curable and curable. A non-curable breach includes criminal activity, actions that threaten public health or safety, abandonment of any portion of the sales area, or actions that significantly harm Aunt Millie's, its trademarks, or its commercial reputation. In the event of a non-curable breach, Aunt Millie's can terminate the agreement immediately without providing an opportunity for the distributor to correct the breach.
For a curable breach, Aunt Millie's must provide the distributor with three business days' written notice to correct the breach. If the distributor fails to do so within this period, Aunt Millie's can terminate the agreement. However, repeated violations are considered a chronic breach that threatens significant harm to Aunt Millie's, allowing for immediate termination without a chance to cure. Furthermore, any breach of the agreement by someone engaged by the distributor is deemed a breach by the distributor.