Besides a written agreement, how else can the Bambu Franchise Agreement be modified?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
extent permitted by law, Franchisee waives any such claims against such Nonparty Affiliates.
24. MISCELLANEOUS PROVISIONS
24.1 Modification.
a. This Agreement may only be modified upon execution of a written agreement between Bambu and Franchisee or, at Bambu's option, upon notice of the approval of a Super-Majority as defined
in Section 24.1.b below. Unless prohibited by law or waived by Bambu, Franchisee must provide a general release of any and all claims against Bambu if Franchisee requests and Bambu consents to modify any provisions of this Agreement after it has been signed.
- b. This Agreement may be modified by Bambu at its option whenever Bambu and a Super-Majority, as hereinafter defined, of franchisees and licensees of Bambu agree to any such modification. A "Super-Majority" of Bambu franchisees or licensees shall consist of the owners of at least 75 percent of all Bambū shoppe franchises and licenses, or, if only a portion of Bambū shoppes are affected by the modification, at least 75 percent of those Bambū shoppe franchises and licenses affected by the modification. Whenever a modification is approved by a Super-Majority, Bambu may elect to treat the modification as effective to all franchisees and licensees or the applicable group thereof, including Franchisee, to the same extent and in the same manner as if the modification was unanimously approved by them, and regardless of whether Franchisee may or may not desire to be bound by the modification. Bambu shall provide Franchisee with notice of any modification to this Agreement based on a Super-Majority approval at least 30 days prior to the date such modification is to be effective. By signing this Agreement, Franchisee appoints the officers of Bambu as its attorneys in fact with irrevocable power and authority to execute any such modification so approved.
- c. Franchisee acknowledges that Bambu may modify its standards and specifications and operating, marketing, and other policies and procedures set forth in the FRC Materials unilaterally under any conditions and to the extent in which Bambu, in its sole determination, deems necessary or desirable. These modifications may include regional and local variations. Franchisee shall be bound by and incorporate into its shoppe these modifications.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the Franchise Agreement can be modified in two ways. First, it can be modified upon the execution of a written agreement between Bambu and the franchisee. Second, Bambu can modify the agreement with notice of approval from a super-majority of franchisees and licensees, defined as owners of at least 75% of all Bambu shoppe franchises and licenses. If the modification only affects a portion of the shoppes, then the super-majority consists of at least 75% of those affected franchises and licenses.
If a super-majority approves a modification, Bambu can choose to make it effective for all franchisees and licensees, even if a franchisee does not want to be bound by it. Bambu must provide the franchisee with at least 30 days' notice before the modification takes effect. By signing the Franchise Agreement, the franchisee appoints the officers of Bambu as their attorneys to execute any modification approved by a super-majority.
Additionally, Bambu can unilaterally modify its standards, specifications, and operating, marketing, and other policies and procedures set forth in the FRC Materials. These modifications may include regional and local variations, and the franchisee is bound by and must incorporate these modifications into their shoppe. This means that Bambu has significant power to change the rules and requirements of the franchise system, and franchisees must be prepared to adapt to these changes.
Prospective franchisees should carefully consider the implications of these modification provisions. While the super-majority approval process provides some protection, Bambu ultimately has the power to impose changes on the franchise system. Franchisees should discuss these provisions with legal counsel to fully understand their rights and obligations.