factual

What are the 'Limited Exclusivity and Reserved Rights' pertaining to a Bang Cookies development agreement?

Bang_Cookies Franchise · 2024 FDD

Answer from 2024 FDD Document

ution of the Shop Location Lease Agreement Rider attached to this Agreement as Exhibit 4, and Franchisee's agreement and execution of the Collateral Assignment of Lease attached to this Agreement as Exhibit 5;

  • (7) Franchisee may only offer and sell the Approved Services and Products from Franchisee's Shop Location in accordance with the requirements set forth in the operations manual;
  • (8) Franchisor, in Franchisor's Reasonable Business Judgment and for any reason or no reason at all, may prohibit Franchisee from soliciting customers located outside Franchisee's Designated Territory;
  • (9) Except as otherwise provided in this Agreement including, but not limited to, the Reserved Rights, provided that, at all times Franchisee is and remains in compliance with all of the terms of this Agreement, during the Term of this Agreement, neither Franchisor nor any affiliate of Franchisor will establish or operate, or grant a franchise to any third party to establish or operate, a Shop using the Licensed Marks and System at a Shop Location that is located within Franchisee's Designated Territory, provided, that a Designated Territory has been designated and approved by Franchisor in accordance with the terms of this Agreement, but excluding Closed Markets. Franchisee may face competition from other Bang Cookies Shops and other System franchisees

with shop locations and/or designated territories, including Shops that are located within Closed Markets and/or located adjacent to and/or within a close proximity to Franchisee's Shop Location and/or Designated Territory. Franchisee agrees that although Franchisor may disapprove of any marketing medium that is distributed and/or reaches outside of Franchisee's Designated Territory, that Franchisor is not obligated to do so and that Franchisee may face competition from other Bang Cookies Shops and System franchisees that market and promote their Bang Cookies Shop through internet, mail, public relations, and other marketing activities and mediums that are distributed to or within Franchisee's Designated Territory. Franchisee agrees that Franchisee shall not receive any compensation whatsoever if Franchisor or another System franchisee solicits customers from within Franchisee's Designated Territory; and

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(10) The foregoing rights granted in this Article 2.A. are subject to and contingent upon each and every, term and condition of this Agreement, the rights of any prior user, and are non-exclusive and subordinate to the Reserved Rights.

2.B. TERM

Unless previously terminated pursuant to the terms of this Agreement, the term of this Agreement will be for a period of 10 consecutive years, commencing from the Effective Date (the "Term").

2.C. GUARANTEES, CONFIDENTIALITY AND RESTRICTIVE COVENANTS

If Franchisee is, at any time, a Corporate Entity, Franchisee agrees that each Owner and their respective Spouse shall execute, sign and deliver to Franchisor the Franchise Owner and Spouse Agreement and Guaranty attached to this Agreement as Exhibit 1 and, in doing so, among other things, will individually, jointly, and severally, guarantee Franchisee's obligations under this Agreement and personally bind themselves to confidentiality and non-competition covenants and restrictions.

**2.D.

Source: Item 23 — RECEIPTS (FDD pages 56–245)

What This Means (2024 FDD)

According to Bang Cookies' 2024 Franchise Disclosure Document, a franchisee's development agreement includes both limited exclusivity and reserved rights for the franchisor. Provided the franchisee remains in compliance with the agreement, Bang Cookies will not open, operate, or license others to open or operate Bang Cookies Shops within the Development Area during the agreement's term. However, the territory for each Development Shop is determined by the individual Franchise Agreement and may be smaller than the overall Development Area. This means that while a franchisee has an area where Bang Cookies will not directly compete, the individual shop territories within that area could be more limited.

Bang Cookies retains several rights, including the ability to prohibit a franchisee from soliciting customers outside their Designated Territory and the right to operate or franchise shops outside the franchisee's Designated Territory. Even within a franchisee's Designated Territory, they may face competition from other Bang Cookies Shops and franchisees, including those in Closed Markets or adjacent territories. These other franchisees can market and promote their shops through various means, such as the internet and mail, even within the franchisee's Designated Territory, without any obligation from Bang Cookies to prevent it. The franchisee is not entitled to compensation if Bang Cookies or another franchisee solicits customers from within their Designated Territory.

These rights are subject to all terms and conditions of the agreement, the rights of any prior users, and are non-exclusive and subordinate to the Reserved Rights. Bang Cookies retains all rights to operate and grant others the right to operate Franchised Businesses, Bang Cookies Shops, and other shops using the System and Licensed Marks outside the franchisee's Designated Territory. Bang Cookies can also acquire, merge, or affiliate with other businesses, including Competitive Businesses, and continue to operate or franchise such businesses (excluding the use of Licensed Marks) within the franchisee's Designated Territory. Additionally, Bang Cookies can be acquired by, merge, or affiliate with other businesses, including Competitive Businesses.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.