Does the Bang Cookies Multi-Unit Development Agreement disclaim any express representations made in the Franchise Disclosure Document?
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 does not disclaim express representations made in the Franchise Disclosure Document, its exhibits, and amendments. Specifically, the integration/merger clause in the agreement states that it is the entire agreement between Bang Cookies and the franchisee relating to the development of the Exclusive Territory. However, this is explicitly qualified by the statement that nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document. This means that any claims or promises made by Bang Cookies within the FDD itself are still considered valid and binding, even with the existence of the Multi-Unit Development Agreement.
This provision is favorable for prospective Bang Cookies multi-unit franchisees. It ensures that the franchisee can rely on the information provided in the FDD when making their investment decision. Franchisees are protected from Bang Cookies later arguing that those representations are superseded or nullified by the development agreement. This protection is a standard practice in franchising, as the FDD serves as a crucial disclosure document that franchisees rely upon.
It is important for a prospective Bang Cookies franchisee to carefully review the entire FDD and all its exhibits and amendments. Franchisees should make sure they understand all the representations made by Bang Cookies. If there are any discrepancies between the FDD and the Multi-Unit Development Agreement, the franchisee should seek clarification from Bang Cookies before signing any agreements. This clause reinforces the importance of the FDD as a source of reliable information and protects the franchisee's right to rely on those representations.