Does the Bang Cookies Multi-Unit Development Agreement alter the franchisee's obligations under the Franchise Agreement?
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. |
| u. Dispute resolution by arbitration or mediation | 7.5, 7.6 | Except for certain claims for injunctive relief, all disputes must first be submitted to non-binding mediation in Bergen County, New Jersey and, if mediation is unsuccessful, then to binding arbitration in Bergen County, New Jersey. This provision is subject to applicable state law. |
| v. Choice of forum | 7.5, 7.6 | All mediation, arbitration and, if applicable, litigation proceedings must be conducted in, or closest to, State court of general jurisdiction that is within or closest to Bergen County, New Jersey. This provision is subject to applicable state law. |
| w. Choice of law | 7.5, 7.6 | New Jersey law will govern. However, this provision is subject to state law and as otherwise disclosed in Exhibit I to this Disclosure Document. |
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 itself does not impose non-competition covenants on the franchisee. However, each Bang Cookies shop developed under the Multi-Unit Development Agreement will be subject to the non-competition covenants outlined in its respective Franchise Agreement. This means that while the overarching development agreement doesn't restrict competition, each individual franchise location will have its own set of rules regarding competitive activities during and after the franchise term.
Bang Cookies can modify the Franchise Agreement for future shops, but these changes will not alter the franchisee's obligations under the existing Multi-Unit Development Agreement. This provides a level of stability for the franchisee, as the core terms of their development agreement remain constant even if the standard Franchise Agreement evolves for new locations. The Multi-Unit Development Agreement constitutes the entire agreement between Bang Cookies and the franchisee regarding the development of the exclusive territory, but it does not disclaim any representations made in the Franchise Disclosure Document.
Any disputes arising from the Multi-Unit Development Agreement will first be submitted to non-binding mediation in Bergen County, New Jersey. If mediation fails, the dispute will proceed to binding arbitration, also in Bergen County, New Jersey, unless injunctive relief is sought. New Jersey law governs the Multi-Unit Development Agreement, although this is subject to applicable state law and disclosures in Exhibit I of the Disclosure Document. This ensures a consistent legal framework for resolving conflicts related to the development agreement.