What entities are considered 'Affiliates' of the Bang Cookies franchisor?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
FRANCHISOR AND FRANCHISEE AGREE THAT ALL PROCEEDINGS AND/OR LEGAL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE OFFER AND SALE OF THE BANG COOKIES FRANCHISE FROM FRANCHISOR TO FRANCHISEE, WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CLASS-WIDE BASIS, AND THAT ANY PROCEEDING BETWEEN FRANCHISEE, FRANCHISEE'S OWNERS, SPOUSES AND/OR GUARANTORS AND FRANCHISOR AND/OR FRANCHISOR'S AFFILIATES, OFFICERS, DIRECTORS AND/OR EMPLOYEES MAY NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDING BETWEEN FRANCHISOR AND ANY OTHER THIRD PARTY.
Franchisee agrees that with regard to the Franchised Business all customer lists and their contents and information represent Confidential Information and constitute an asset of Franchisor whether or not such information was supplied by Franchisor. During the Term of this Agreement and in connection with the development, establishment, marketing, promotion and operation of the Franchised Business, Franchisee shall disclose to Franchisor all of Franchisee's ideas, concepts, methods and products conceived or developed by Franchisee and Franchisee's affiliates, Owners, agents, and employees relating to the development and operation of Bang Cookies Shops. Franchisee hereby assigns to Franchisor and Franchisee agrees to procure from Franchisee's Owners, affiliates and employees assignment of any such ideas, concepts, methods, and products that Franchisee is required to disclose to Franchisor under this Article 6.I. Franchisor shall have no obligation to make any lump sum or on-going payments to Franchisee or Franchisee's Owners, affiliates or employees with respect to any such idea, concept, method, technique or product. Franchisee agrees that Franchisee will not use nor will Franchisee allow any other person or entity to use any such concept, method or product without obtaining Franchisor's prior written approval.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to the 2024 Bang Cookies Franchise Disclosure Document, the term 'affiliates' is referenced within the context of various obligations and rights, but the document does not explicitly define which specific entities are considered affiliates of the franchisor. The FDD mentions 'Franchisor's affiliates' in relation to legal proceedings, stating that any legal actions between a franchisee and the franchisor may not be consolidated with any other proceeding between the franchisor and any other third party.
Additionally, the term 'affiliates' appears in the context of franchisee's ideas, concepts, methods, and products conceived or developed by franchisee and franchisee's affiliates, Owners, agents, and employees relating to the development and operation of Bang Cookies Shops. Franchisee hereby assigns to Franchisor and Franchisee agrees to procure from Franchisee's Owners, affiliates and employees assignment of any such ideas, concepts, methods, and products that Franchisee is required to disclose to Franchisor.
Because the FDD does not provide a specific definition of 'affiliates,' prospective franchisees should seek clarification from Bang Cookies regarding which entities the franchisor considers to be its affiliates. Understanding this relationship is crucial for franchisees to fully grasp the scope of their obligations and the franchisor's rights, particularly in areas such as dispute resolution, intellectual property, and competitive restrictions.