According to the agreement, what is the relationship between Ben Jerrys and the Developer?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPTS]
- 12.1 DEVELOPER is an independent contractor.
BEN & JERRY'S and DEVELOPER are completely separate entities and are not fiduciaries, partners, joint venturers, or agents of the other in any sense and neither shall have the power to bind the other.
No act or assistance given by either party to the other pursuant to this Agreement or any Franchise Agreement shall be construed to alter the relationship.
OPERATOR acknowledges that BEN & JERRY'S has no responsibility to ensure that the Scoop Shops are developed in compliance with all applicable laws, ordinance and regulations and that BEN & JERRY'S shall have no liability in the event the development of the Scoop Shops violates any law, ordinance or regulation.
Neither this Agreement nor BEN & JERRY'S course of conduct is intended, nor may anything in this Agreement (nor BEN & JERRY'S course of conduct) be construed to state or imply that BEN & JERRY'S is the employer of DEVELOPER'S employees and/or independent contractors, nor vice versa.
- 12.2 During the term of this Agreement, DEVELOPER shall hold itself out to the public as an independent contractor.
DEVELOPER agrees to take such action as may be necessary to do so, including exhibiting a notice of that fact in a conspicuous place in DEVELOPER'S offices the content of which BEN & JERRY'S reserves the right to specify.
- 12.3 Nothing in this Agreement authorizes DEVELOPER to make any contract, warranty, or representation on the behalf of BEN & JERRY'S, or to incur any debt or other obligation in the name of BEN & JERRY'S; and BEN & JERRY'S shall in no event assume liability (or joint liability) for, or be deemed liable (or jointly liable) hereunder as a result of, any such action; nor shall BEN & JERRY'S be liable (or jointly liable) by reason of any act or omission of DEVELOPER in connection with DEVELOPER'S or DEVELOPER'S employees operation of the business contemplated hereunder, or for any claim or judgment arising therefrom against DEVELOPER or DEVELOPER'S employees or BEN & JERRY'S.
DEVELOPER hereby waives all claims against BEN & JERRY'S for damages to property or injuries to persons arising out of the operation of DEVELOPER'S business.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Developer is considered an independent contractor. Ben & Jerry's and the Developer are separate entities and are not fiduciaries, partners, joint venturers, or agents of each other. Neither party has the power to bind the other. This means the Developer operates independently and is responsible for their own business decisions and actions. Ben Jerrys is not liable for the Developer's actions or debts.
Ben Jerrys has no responsibility to ensure that the Scoop Shops are developed in compliance with all applicable laws, ordinances, and regulations. Ben Jerrys will not be liable if the development of the Scoop Shops violates any law, ordinance, or regulation. The agreement does not imply that Ben Jerrys is the employer of the Developer's employees or independent contractors, or vice versa. The Developer must hold itself out to the public as an independent contractor and take necessary actions to do so, including exhibiting a notice in their offices, with the content Ben Jerrys can specify.
The agreement explicitly states that the Developer is not authorized to make any contracts, warranties, or representations on behalf of Ben Jerrys, or to incur any debt or obligation in Ben Jerrys's name. Ben Jerrys will not be liable for any actions or omissions of the Developer or their employees in connection with the business operation, or for any claims or judgments arising from those actions. The Developer waives all claims against Ben Jerrys for damages to property or injuries to persons arising out of the operation of the Developer's business.