Does the Ben Jerrys agreement require the operator to take any actions necessary or appropriate?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
OPERATOR shall take whatever
actions are necessary or appropriate to carry out the terms of this release and covenant not to sue upon BEN & JERRY'S request. This Section 27.6 shall survive the expiration or termination of this Agreement.
- 27.7 This Agreement shall not be binding on either party until it is executed by both parties. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute one and the same instrument. Each party agrees that this Agreement and any other documents entered into in connection with this Agreement are signed when a party's signature is delivered either as an original handwritten signature or through electronic means. Electronic signatures are to be treated the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
- 27.8 No Waiver or Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and Franchises that are subject to the state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:
No statement, questionnaire, or acknowledgment signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on behalf of us. This provision supersedes any other term of any document executed in connection with the Franchise.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.
OPERATOR (print name of Operator) BEN & JERRY'S (signature) (print name of signatory) (print title of signatory)
IF OPERATOR IS A CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY, ALL OWNERS MUST EXECUTE THE FOLLOWING:
GUARANTEE PROVISION
As an inducement to BEN & JERRY'S to enter this Agreement between BEN & JERRY'S and OPERATOR, the undersigned, jointly and severally, hereby unconditionally guarantee to BEN & JERRY'S and its successors and assigns that all of OPERATOR's obligations under this Agreement will be punctually paid.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement stipulates that the operator must take actions deemed necessary or appropriate to fulfill the terms of a release and covenant not to sue, if requested by Ben Jerrys. This obligation extends beyond the agreement's expiration or termination, indicating its lasting effect.
Furthermore, the agreement emphasizes the operator's responsibility for compliance with all applicable laws, rules, and regulations at the federal, state, and local levels. This includes the operator's policies, practices, and decisions related to the Scoop Shop's operation. Ben Jerrys bears no responsibility for ensuring the Scoop Shop's compliance with these regulations, and the operator acknowledges this.
Additionally, the operator is required to present themselves as an independent contractor operating under a Ben Jerrys franchise agreement. This includes displaying notices of this fact conspicuously at the premises. The operator must also take necessary actions to indicate independent ownership of the Scoop Shop in public records, relationships with others, and on business forms, ensuring that Ben Jerrys's proprietary marks or identifying information are not used on the operator's payroll or other employment-related documentation.