What are some of the conditions Ben Jerrys might impose when considering consent to a Transfer of interest by the Developer?

According to Ben Jerrys's 2025 Franchise Disclosure Document, Ben & Jerry's may impose certain conditions when a developer seeks to transfer their interest in the Development Agreement. Ben & Jerry's may require that the transfer of the Development Agreement occur simultaneously with the transfer of all comparable interests held by the transferor under all Franchise Agreements executed under the Development Agreement. This means a developer can't just transfer part of their holdings; they need to transfer everything related to the agreement at the same time.

Additionally, Ben & Jerry's can require the developer or its affiliates to satisfy any or all of the conditions and requirements for transfers set forth in the form of the Franchise Agreement that Ben & Jerry's deems applicable to a proposed transfer under the Development Agreement. This allows Ben & Jerry's to apply the same transfer conditions that apply to individual franchise agreements to the Development Agreement, ensuring consistency and control over who becomes a Ben & Jerry's developer.

These conditions provide Ben & Jerry's with significant control over who becomes a developer within their system. For a prospective developer, this means that any potential transfer of interest will be subject to Ben & Jerry's approval and adherence to specific conditions, which may include transferring all related franchise interests and meeting the standard transfer requirements outlined in the Franchise Agreement. This ensures that any new developer meets Ben & Jerry's standards and maintains the integrity of the Ben & Jerry's brand.