Does a default under the Ben Jerrys Development Agreement constitute a default under any Franchise Agreement between the parties?

According to Ben Jerrys's 2025 Franchise Disclosure Document, a default under the Development Agreement does not automatically constitute a default under any Franchise Agreement between the parties. Specifically, the FDD states that no default under the Development Agreement will be considered a default under any existing Franchise Agreement between Ben Jerrys and the developer. This separation provides some protection to the franchisee, ensuring that issues related to development do not automatically jeopardize their existing Ben Jerrys franchise operations.

However, the Ben Jerrys FDD also indicates that failure to comply with any material term or condition of the Development Agreement, or any Franchise Agreement or development agreement, does constitute a default under the Development Agreement itself. This means that while a default under the Development Agreement doesn't trigger a default under the Franchise Agreement, a failure to comply with the Franchise Agreement does trigger a default under the Development Agreement.

In the event of a default under the Development Agreement, Ben Jerrys may terminate the agreement by providing written notice at least thirty days prior to termination. The developer can avoid termination by initiating a remedy to cure the default to Ben Jerrys's satisfaction and providing proof within the thirty-day period. If the default is not cured within the specified time, the Development Agreement and all rights to develop new Scoop Shops will terminate immediately upon the expiration of the thirty-day period.