Besides the obligations in the Warehouse Addendum, which provisions of the Franchise Agreement apply to the Authorized Warehouse and Off-Premises Activities for a Ben Jerrys franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- c. In addition to the obligations set forth in this Warehouse Addendum, all provisions of the Franchise Agreement that, by their terms or implication, would be applicable to the Authorized Warehouse and the provision of Off-Premises Activities [and/or Mobile Vending], will also apply to the Authorized Warehouse and the provision of Off-Premises Activities [and/or Mobile Vending], and OPERATOR [and the Catering Entity] [agree/agrees] to comply with all such provisions in connection with the operation of the Authorized Warehouse and the provision of Off-Premises Activities [and/or Mobile Vending].
-
- In the event of a default by OPERATOR with respect to the operation of the Authorized Warehouse, BEN & JERRY'S may immediately terminate the Warehouse Addendum and OPERATOR's rights hereunder. Any default under the Franchise Agreement shall constitute a default under the Warehouse Addendum. In the event of a default by OPERATOR under the Franchise Agreement, BEN & JERRY'S may terminate the Warehouse Addendum and OPERATOR's rights hereunder on the same grounds and in the same manner as provided in the Franchise Agreement. OPERATOR acknowledges and agrees that all other terms of the Franchise Agreement regarding default and termination, and obligations upon termination, shall apply with respect to the Authorized Warehouse.
-
- Lease Rider. [OPERATOR/the Catering Entity] shall cause the lease rider, attached to this Warehouse Addendum as Exhibit B, to be signed by the landlord, to become an integral part of the lease for the Authorized Warehouse.
- 14.13 In accordance with the terms and conditions of the Franchise Agreement, the terms of the Warehouse Addendum cannot be transferred or assigned without the additional transfer of the Franchise Agreement itself and without the prior written consent of BEN & JERRY'S.
- 15.6 Should [OPERATOR/the Catering Entity] cease to provide Off-Premises Activities [and/or Mobile Vending] from the Authorized Warehouse, the Warehouse Addendum will no longer be in force and effect and the terms of the Franchise Agreement will revert to their original form without any modification.
- 13.7 [OPERATOR/The Catering Entity] shall deliver to BEN & JERRY'S Certificates of Insurance evidencing the proper types and minimum amounts of coverage. [OPERATOR/The Catering Entity] shall also maintain Certificates of Insurance evidencing the proper types and minimum amounts of coverage for the Off-Premises Activities [and/or Mobile Vending] provided from the Authorized Warehouse. All Certificates shall expressly provide that no less than thirty (30) days' prior written notice shall be given to BEN & JERRY'S in the event of material alteration to or cancellation of the coverages evidenced by such Certificates. 20.4 Nothing in this Agreement or Warehouse Addendum authorizes [OPERATOR/the Catering Entity] to make any contract, agreement, 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 for, or be deemed liable hereunder as a result of, any such action; nor shall BEN & JERRY'S be liable by reason of any act or omission of [OPERATOR/the Catering Entity] in its provision of Off-Premises Activities [and/or Mobile Vending] for any claim or judgment arising therefrom against [OPERATOR/the Catering Entity] or BEN & JERRY'S.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, in addition to the Warehouse Addendum, all provisions of the Franchise Agreement that, by their terms or implication, would be applicable to the Authorized Warehouse and the provision of Off-Premises Activities also apply to the Authorized Warehouse and the provision of Off-Premises Activities. The operator must comply with all such provisions in connection with the operation of the Authorized Warehouse and the provision of Off-Premises Activities.
Specifically, if the operator defaults with respect to the operation of the Authorized Warehouse, Ben Jerrys may immediately terminate the Warehouse Addendum and the operator's rights. Any default under the Franchise Agreement constitutes a default under the Warehouse Addendum, allowing Ben Jerrys to terminate the Warehouse Addendum on the same grounds and in the same manner as provided in the Franchise Agreement. All other terms of the Franchise Agreement regarding default and termination, and obligations upon termination, apply with respect to the Authorized Warehouse.
The operator cannot transfer or assign the terms of the Warehouse Addendum without the additional transfer of the Franchise Agreement itself and without the prior written consent of Ben Jerrys. Should the operator cease to provide Off-Premises Activities from the Authorized Warehouse, the Warehouse Addendum will no longer be in effect, and the terms of the Franchise Agreement will revert to their original form without any modification. The operator must also cause the lease rider, attached to the Warehouse Addendum as Exhibit B, to be signed by the landlord, to become an integral part of the lease for the Authorized Warehouse.
The operator is also required to maintain insurance coverage for the Off-Premises Activities provided from the Authorized Warehouse, delivering Certificates of Insurance to Ben Jerrys evidencing the proper types and minimum amounts of coverage. These certificates must provide at least thirty (30) days' prior written notice to Ben Jerrys in the event of material alteration to or cancellation of the coverages. Furthermore, nothing in the Agreement or Warehouse Addendum authorizes the operator to make any contract, agreement, warranty, or representation on behalf of Ben Jerrys, or to incur any debt or other obligation in the name of Ben Jerrys.