Does the Ben Jerrys agreement include a representation and warranty from the developer regarding prohibited business transactions?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.1 BEN & JERRY'S entered into this Agreement in reliance upon the statements and information submitted to BEN & JERRY'S by DEVELOPER in connection with this Agreement. DEVELOPER represents and warrants that all such statements and information submitted by DEVELOPER in connection with this Agreement are true, correct and complete in all material respects. DEVELOPER agrees to promptly advise BEN & JERRY'S of any material changes in the information or statements submitted.
- 14.2 DEVELOPER represents and warrants to BEN & JERRY'S that neither DEVELOPER (including any and all of its employees, directors, officers and other representatives), or the funding sources for either is a person or entity designated with whom BEN & JERRY'S or any of its affiliates, are prohibited by law from transacting business.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the agreement includes a representation and warranty from the developer regarding prohibited business transactions. Specifically, the developer warrants that neither the developer, its employees, directors, officers, or funding sources are persons or entities with whom Ben Jerrys or its affiliates are prohibited by law from transacting business. This ensures that Ben Jerrys is not entering into an agreement with any party that could expose them to legal or regulatory issues.
This representation protects Ben Jerrys from potential legal and financial risks associated with doing business with prohibited parties. It also places a responsibility on the developer to conduct thorough due diligence to ensure compliance with all applicable laws and regulations. The developer must promptly inform Ben Jerrys of any material changes to the information or statements submitted.
For a prospective Ben Jerrys developer, this means they must ensure that they and their funding sources are not on any prohibited lists. Failure to comply with this warranty could result in a breach of the agreement and potential legal consequences. This is a standard practice in franchising to safeguard the franchisor's brand and legal standing.