What is the purpose of the 'Recitals' section in the Bang Cookies Franchise Agreement?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, Franchisor has developed a distinctive and proprietary system (the "System") for the establishment, development and operation of a Bang Cookies Shop, a cookie shop that bakes and sells softbaked cookies, baked goods and other products and services that Franchisor authorizes (the "Approved Services and Products") under the Licensed Marks (defined below) (each, a "Shop");
WHEREAS, the System and, therefore, each Shop, is identified by the Licensed Marks and distinctive trade dress, service offerings, business formats, equipment, products, supplies, operating procedures, programs, methods, procedures, and marketing and advertising standards, all of which are part of the System and all of which Franchisor may modify from time to time; and
WHEREAS, Franchisee desires to obtain the non-exclusive license and right to use the System in the development and operation of one Shop from a single fixed location within a designated territory and pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties do hereby agree, as follows:
ARTICLE 1 DEFINITIONS
Supplementing the terms and definitions contained in the foregoing "Recitals":
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the 'Recitals' section in the franchise agreement serves to lay the foundation and context for the agreement. It outlines the background, intentions, and understandings of both Bang Cookies as the franchisor and the franchisee.
Specifically, the recitals section of the Bang Cookies franchise agreement states that Bang Cookies has developed a distinctive and proprietary system for establishing and operating cookie shops that bake and sell soft-baked cookies, baked goods, and other approved products under licensed marks. It also indicates that the Bang Cookies system is identified by licensed marks, trade dress, service offerings, business formats, equipment, products, supplies, operating procedures, programs, methods, procedures, and marketing and advertising standards, all of which Bang Cookies may modify. The recitals also express the franchisee's desire to obtain a non-exclusive license to use the Bang Cookies system to develop and operate a single shop within a designated territory, according to the terms of the agreement.
In essence, the 'Recitals' section provides a summary of the key elements of the franchise relationship and the mutual agreement between Bang Cookies and the franchisee. It sets the stage for the more detailed terms and conditions that follow in the agreement, ensuring that both parties have a shared understanding of the franchise system and their respective roles. The recitals are then referenced in the definitions section of the agreement to provide context for terms such as 'Approved Services and Products', 'Bang Cookies Shop(s)', and 'System'.
Prospective franchisees should carefully review the recitals section to fully grasp the scope and nature of the Bang Cookies franchise opportunity before committing to the agreement. Understanding these introductory statements is crucial for interpreting the subsequent clauses and obligations outlined in the franchise agreement.