factual

Does this section of the Aunt Millies Bakeries FDD outline any specific obligations?

Aunt_Millies_Bakeries Franchise · 2025 FDD

Answer from 2025 FDD Document

§4.1 RESULTS: DISTRIBUTOR agrees to use its best efforts to develop and maximize sales of Products to Outlets within the Sales Area, by maintaining an adequate and fresh supply of Products in all Outlets; rotating Products to promote their sale before

For purposes of this Section 3.5, "Accounts" shall

mean accounts as defined in the Uniform Commercial Code as in effect in the state of organization of Distributor.

  • §3.7 SECURITY INTEREST: To secure the payment of any indebtedness or liability of DISTRIBUTOR to AUNT MILLIE'S, now or hereafter arising, pursuant to this Agreement or otherwise, DISTRIBUTOR hereby grants and conveys to AUNT MILLIE'S a continuing and general security interest in the Distribution Rights, all other assets used in connection with the exercise and operation of the Distribution Rights, all rights hereunder and all Products and receivables of the DISTRIBUTOR, and grants to AUNT MILLIE'S the rights of a secured party. DISTRIBUTOR agrees to execute the AUNT MILLIE'S Security Agreement and financing statement(s) to evidence such security interest. Any default under the AUNT MILLIE'S Security Agreement by DISTRIBUTOR shall be a default under this Agreement.
  • §7.5 PAYMENT OF FEE: In the event of a sale or transfer by DISTRIBUTOR, or by AUNT MILLIE'S for the account of DISTRIBUTOR, of all or any portion of the Distribution Rights, DISTRIBUTOR shall pay a Transfer Fee to AUNT MILLIE'S in an amount equal to TWO PERCENT (2%) of the sales price, in full consideration for the administrative activities undertaken by AUNT MILLIE'S in connection therewith.

§§8.1 TEMPORARY SERVICE BY AUNT MILLIE'S : If DISTRIBUTOR is not able to or does not perform the obligations imposed by this Agreement, DISTRIBUTOR shall make other adequate provision for such performance at its expense. If no such provision is made, AUNT MILLIE'S, within the limits of its ability to do so, may make arrangements to have these obligations performed for the account of DISTRIBUTOR, charging to DISTRIBUTOR the reasonable expenses of such performance. Such temporary performance shall not relieve DISTRIBUTOR of any of the obligations imposed by this Agreement, constitute an assumption by AUNT MILLIE'S of any obligations of DISTRIBUTOR, nor act to cure any default that may exist on the part of DISTRIBUTOR by reason of such non performance.

§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.

  • §3.5 PURCHASE OF RECEIVABLES: AUNT MILLIE'S shall purchase from DISTRIBUTOR, and the DISTRIBUTOR HEREBY sells, assigns and transfers to AUNT MILLIE'S, all of DISTRIBUTOR'S right, title and interest in and to all of DISTRIBUTOR'S properly filled out and executed charge slips, all existing and future Accounts arising from the sale of Products to Chains or Outlets in the Sales Area and all proceeds thereof from the DISTRIBUTOR, at their face value, net of all discounts, free and clear of all liens, security agreements and encumbrances, other than in favor of, or permitted (in writing) by, AUNT MILLIE'S and its principal lender.

AUNT MILLIE'S shall credit DISTRIBUTOR'S account therefor.

DISTRIBUTOR shall promptly remit all such slips to AUNT MILLIE'S.

Source: Item 23 — RECEIPT (FDD pages 44–196)

What This Means (2025 FDD)

According to the 2025 Aunt Millies Bakeries FDD, Article 4 outlines the distributor's obligations. Section 4.1 states that the distributor must use its best efforts to develop and maximize sales of products to outlets within the sales area. This includes maintaining an adequate and fresh supply of products in all outlets and rotating products to promote their sale.

Section 3.5 specifies that Aunt Millies Bakeries will purchase the distributor's rights, titles, and interests in charge slips and accounts from the sale of products to chains or outlets at face value, net of discounts. The distributor is obligated to promptly remit all such slips to Aunt Millies Bakeries. Section 3.7 requires the distributor to grant Aunt Millies Bakeries a continuing security interest in the distribution rights and all other assets used in connection with the operation of these rights to secure any indebtedness to Aunt Millies Bakeries.

Section 7.5 states that in the event of a sale or transfer of distribution rights, the distributor must pay a transfer fee to Aunt Millies Bakeries equal to 2% of the sales price. Furthermore, Section 8.1 states that if the distributor cannot perform their obligations, they must make other adequate provisions for such performance at their expense. Failure to carry out these obligations, as stated in Section 4.4, constitutes a breach of the agreement, potentially leading to termination, except in cases of Force Majeure, though this does not excuse payment obligations for products.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.