Is the software license granted by Aunt Millies Bakeries transferable?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
- §10.3 SOFTWARE ACCOUNTING SYSTEM. Subject to the terms of this Agreement, AUNT MILLIE'S grants a limited personal, non transferable (except as provided pursuant to the assignability provisions of Article 7 of this agreement), non-exclusive license to load and use the object code version of any proprietary software system and program developed by AUNT MILLIE'S for route sales accounting, as same may be amended for time to time. Distributor shall acquire no other interest or right in the software, other than this limited use and shall not attempt to modify, decompile, disassemble or otherwise reverse engineer the software or request or authorize any other person to do so for any reason whatsoever. Distributor expressly agrees that it will not transfer to any third party the subject software.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries's 2025 Franchise Disclosure Document, the software license granted to distributors is generally not transferable. Specifically, Aunt Millies Bakeries grants a limited, personal, and non-transferable license to use its proprietary software system for route sales accounting.
However, there is an exception to this rule. The license can be transferred under the assignability provisions outlined in Article 7 of the Distribution Agreement. Article 7 generally discusses the conditions under which a distributor's rights can be sold or transferred, such as requiring Aunt Millies Bakeries's prior written approval, which will not be unreasonably withheld, and a right of first refusal for Aunt Millies Bakeries.
In practical terms, this means that while you cannot typically transfer the software license to another party, it may be possible to do so if you sell or transfer your distribution rights, subject to Aunt Millies Bakeries's approval and right of first refusal. As a prospective franchisee, it would be prudent to carefully review Article 7 of the Distribution Agreement to fully understand the conditions and limitations regarding the transfer of distribution rights and the associated software license.