What agreement constitutes the entire agreement between the franchisee and Beard Papas relating to the development of the Exclusive Territory?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 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. Subject to state law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 43–51)
What This Means (2025 FDD)
According to Beard Papas's 2025 Franchise Disclosure Document, the Multi-Unit Development Agreement is the entire agreement between the franchisee and Beard Papas relating to the development of the Exclusive Territory. However, the FDD clarifies that nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments, and that this is subject to state law. This means that while the Multi-Unit Development Agreement consolidates the terms for developing the exclusive territory, the representations made in the FDD itself are still binding.
This integration/merger clause is a standard provision in franchise agreements. It aims to provide clarity and certainty regarding the scope of the agreement. By specifying that the Multi-Unit Development Agreement constitutes the entire agreement, Beard Papas seeks to avoid disputes based on prior oral agreements or understandings that are not incorporated into the written contract.
However, the explicit preservation of the FDD's representations ensures that Beard Papas cannot later argue that franchisees are not entitled to rely on statements made within the disclosure document. Prospective franchisees should carefully review both the Multi-Unit Development Agreement and the FDD, including all exhibits and amendments, to fully understand their rights and obligations. Franchisees should also be aware that state laws may affect the interpretation and enforcement of these integration clauses.