Does this section of the Aunt Millies Bakeries FDD describe any exceptions?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
OUTLETS: As referred to in §1.2, Outlets shall mean all retail stores and all restaurant and institutional accounts which purchase Products by Direct Store Delivery. Outlets shall not be deemed to include, street vendors or any Outlets or parts thereof, including concessions and vending machines therein, serviced by methods other than Direct Store Delivery, or bakery thrift stores established or operated by, or contracted with AUNT MILLIE'S or its affiliates for the primary purpose of selling damaged, stale, off code products, although such bakery thrift stores may also sell any products, fresh or otherwise, which AUNT MILLIE'S or its affiliates, in their sole discretion, deem appropriate to support that purpose.
§8.2 CHANGE IN DELIVERY METHOD: In the event any Outlet makes the determination to require delivery or merchandising of the Products by any method other than Direct Store Delivery, and so informs AUNT MILLIE'S or DISTRIBUTOR, AUNT MILLIE'S shall thereafter be permitted to sell Products directly to such Outlet, which action shall not be deemed to violate DISTRIBUTOR'S rights hereunder and DISTRIBUTOR shall not be entitled to any proceeds derived from such service by AUNT MILLIE'S. For example, if an Outlet desires to merchandise Products itself or through a third party other than DISTRIBUTOR for any reason and so informs AUNT MILLIE'S, it shall not be a breach of this Agreement if AUNT MILLIE'S thereafter sells Products directly to such Outlet. Further, DISTRIBUTOR shall not be entitled to any compensation from AUNT MILLIE'S in such instance. However, DISTRIBUTOR shall continue to own those Distribution Rights associated with such an Outlet. Using the previous example, if said Outlet desires to reinstate merchandising of Products through AUNT MILLIE'S, then DISTIBUTOR shall have the exclusive right to provide those services on AUNT MILLIE'S behalf to such Outlet.
- §9.2 NON-CURABLE BREACH: If the breach by DISTRIBUTOR involves criminal activity, threatens public health or safety, constitutes an abandonment of any portion
the Sales Area, or threatens to do significant harm to AUNT MILLIE'S, its trademarks or commercial reputation, AUNT MILLIE'S may terminate this Agreement immediately upon written notice and DISTRIBUTOR shall have no right to cure.
- §9.3 CURABLE BREACH: A breach of this Agreement or a breach of any agreement with any Affiliate of AUNT MILLIE's, other than a breach under Section 9.2, AUNT MILLIE'S shall give DISTRIBUTOR three (3) business days written notice within which DISTRIBUTOR may cure the breach. "Affiliate" of AUNT MILLIE's shall include any company which has common ownership with AUNT MILLIE's and which provides goods and services, including financing services, to DISTRIBUTOR. If DISTRIBUTOR fails to cure such breach within said three (3) business day period, AUNT MILLIE'S may thereafter terminate this Agreement and DISTRIBUTOR shall have no further right to cure; provided, further, that the parties agree that repeated violations constitute a chronic breach and threaten significant harm to AUNT MILLIE'S, its trademarks or commercial reputation, and in such event AUNT MILLIE'S shall be entitled to terminate this Agreement pursuant to Section 9.2 and DISTRIBUTOR shall have no further right to cure.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to the 2025 Aunt Millies Bakeries FDD, there are several exceptions outlined within the agreement. One exception pertains to 'Outlets,' which are defined as retail stores, restaurants, and institutional accounts purchasing products via Direct Store Delivery. However, street vendors, outlets serviced by methods other than Direct Store Delivery (including concessions and vending machines), and bakery thrift stores primarily selling damaged or stale products are excluded from this definition.
Another exception relates to the delivery method. If an outlet decides to switch from Direct Store Delivery to another method, allowing Aunt Millies Bakeries to sell directly to that outlet, it does not violate the distributor's rights, and the distributor isn't entitled to any proceeds from those sales. However, the distributor retains the distribution rights for that outlet, meaning if the outlet returns to the Direct Store Delivery method, the distributor has the exclusive right to provide those services.
Regarding termination of the agreement, Aunt Millies Bakeries can terminate the agreement immediately if the distributor engages in criminal activity, threatens public health or safety, abandons part of the sales area, or significantly harms Aunt Millies Bakeries' trademarks or commercial reputation. In these instances, the distributor has no right to cure the breach. However, for other breaches, Aunt Millies Bakeries must provide a three-day written notice for the distributor to resolve the issue, unless repeated violations occur, which would then allow for immediate termination without a cure period.