What constitutes an act that is injurious or prejudicial to the goodwill associated with Ben Jerrys?

According to Ben Jerrys's 2025 Franchise Disclosure Document, an act that is injurious or prejudicial to the goodwill associated with Ben & Jerry's includes a felony, a crime involving moral turpitude, or any other act, crime, or offense that Ben & Jerry's believes is injurious to the System, the Proprietary Marks, the Products, the goodwill associated therewith. This definition is broad and gives Ben & Jerry's considerable discretion in determining what actions could be detrimental to their brand.

This clause is significant for prospective franchisees because it means that their actions, and even those of their owners, could lead to the termination of their franchise agreement if Ben & Jerry's deems those actions harmful to the brand's reputation. The terms "moral turpitude" and "injurious to the System" are subjective and could be interpreted differently in various situations, creating uncertainty for the franchisee.

It is important for potential Ben & Jerry's franchisees to understand the implications of this clause and to seek legal counsel to fully grasp their rights and obligations. Franchisees should strive to maintain high ethical standards and avoid any behavior that could be perceived as damaging to the Ben & Jerry's brand. This includes not only business operations but also personal conduct, as the actions of owners are also considered under this clause.