Does the Bang Cookies Multi-Unit Development Agreement disclaim 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 the express representations made in the Franchise Disclosure Document, its exhibits, and amendments. This is explicitly stated in the integration/merger clauses of the agreement. This means that any promises, claims, or statements made by Bang Cookies in the FDD are legally binding and cannot be contradicted or nullified by the terms of the Multi-Unit Development Agreement.
For a prospective Bang Cookies multi-unit franchisee, this is a crucial protection. It ensures that the franchisee can rely on the information provided in the FDD when making their investment decision. The FDD contains important details about the franchise system, including fees, costs, obligations, and performance representations.
This clause prevents Bang Cookies from later arguing that the franchisee should not rely on the FDD's representations. Franchisees should carefully review the FDD and its exhibits to understand their rights and obligations. This protection is fairly standard in franchising, as it reinforces the importance of the FDD as a disclosure document that prospective franchisees can rely upon.