What agreement constitutes the entire agreement between the franchisee and Bang Cookies relating to the development of the Exclusive Territory?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
| q. | Non-competition covenants during the term of the franchise | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Shop developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
|---|---|---|---|
| r. | Non-competition covenants after the franchise is terminated or expires | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Shop developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
| s. | Modification of the agreement | 5.3, 7.11 | Only by written agreement between you and us or if governing law requires a modification. We can change the form of the Franchise Agreement for future Shops which will not alter your obligations under the Multi-Unit Development Agreement. |
| t. | Integration/merger clauses | 7.12 | The Multi-Unit Development Agreement is the entire agreement between you and us relating to the development of the Exclusive Territory. Notwithstanding the foregoing, nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 42–49)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the Multi-Unit Development Agreement constitutes the entire agreement between Bang Cookies and the franchisee regarding the development of the Exclusive Territory. This means that all promises, obligations, and understandings related to developing the exclusive territory are contained within this single agreement.
However, the FDD also clarifies that nothing within any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments. This is a standard clause to protect franchisees from misleading information presented outside of the formal legal documents.
For a prospective Bang Cookies franchisee, this integration/merger clause emphasizes the importance of carefully reviewing the Multi-Unit Development Agreement, as it consolidates all the terms governing the development of the exclusive territory. Franchisees should also ensure that the representations made in the FDD are consistent with the terms of the agreement, and should seek legal counsel if there are any discrepancies or concerns.