Does this section of the Aunt Millies Bakeries FDD prohibit any specific actions by the franchisee?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
er such Laws relate to labor, employment standards, worker's compensation, unemployment insurance, pay equity or any other governmental requirement; file all required tax information and reports and pay and/or withhold all
applicable payroll-related taxes with respect to any employees of DISTRIBUTOR. DISTRIBUTOR in all events shall be and remain responsible for insuring 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.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to the 2025 Aunt Millies Bakeries FDD, the agreement outlines several prohibitions and obligations for the distributor. The distributor must exert their best effort to maximize product sales to outlets within their designated sales area, ensuring a sufficient and fresh product supply is consistently available. They are also responsible for rotating products to facilitate sales before the expiration dates.
Additionally, the Aunt Millies Bakeries franchisee is obligated to ensure that all individuals they engage comply with the agreement's terms. Any breach of the agreement by someone engaged by the distributor is considered a breach by the distributor themselves. The franchisee is also responsible for applicable payroll-related taxes for their employees.
Furthermore, the Aunt Millies Bakeries franchisee is restricted from modifying, decompiling, disassembling, or reverse engineering the proprietary software provided by Aunt Millie's for route sales accounting. They are also prohibited from transferring this software to any third party. Upon termination of the agreement, the distributor must immediately cease using Aunt Millie's trademarks and cannot use similar designations or make representations that they continue to distribute products bearing those marks.