What is the definition of 'Development Area' in the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
Each Scoop Shop to be developed hereunder shall be located in the areas described in Exhibit B to this Agreement (each individual area is a "Deposit Area"), and shall be established and operated pursuant to a separate Franchise Agreement to be entered into between DEVELOPER and BEN & JERRY'S.
The Deposit Areas shall, collectively, comprise the "Development Area;" provided, however, that as of the date on which a site for a Scoop Shop to be developed within a Deposit Area is approved by BEN & JERRY'S, as set forth in this Agreement, such Deposit Area shall cease to be part of the Development Area.
1.2 Except as otherwise provided in this Agreement (including the rights retained by BEN & JERRY'S and its affiliates as described in Section 1.3), during the term of this Agreement, and so long as DEVELOPER is in compliance with its obligations under this Agreement, BEN & JERRY'S shall not establish or operate, or license any person to establish or operate, a Ben & Jerry's Shop under the Proprietary Marks and System at any location within the Development Area.
1.3 BEN & JERRY'S and its affiliates retain the rights, among others, on any terms and conditions BEN & JERRY'S deem advisable, and without granting DEVELOPER any rights therein:
1.3.1 To acquire, be acquired by, own, establish and/or operate, and license others to establish and operate, businesses under the Proprietary Marks and the System at any location outside of the Development Area;
1.3.2 To own, acquire, establish, and/or license others to establish and operate businesses, including those under the Proprietary Marks, selling the Products at any location outside the Development Area;
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Development Area is initially comprised of multiple Deposit Areas, as detailed in Exhibit B of the Development Agreement. Each Deposit Area represents a specific location where Ben Jerrys expects a Scoop Shop to be developed. However, once Ben Jerrys approves a site for a Scoop Shop within a Deposit Area, that specific Deposit Area is no longer considered part of the overall Development Area.
Ben Jerrys grants the developer certain protections within the Development Area. Specifically, during the term of the Development Agreement, Ben Jerrys agrees not to establish or license others to establish a Ben and Jerrys shop within the Development Area, provided the developer is in compliance with their obligations. This gives the developer a degree of exclusivity to develop shops within the agreed-upon territory.
However, Ben Jerrys retains significant rights. Ben Jerrys and its affiliates can still operate or license businesses outside the Development Area, even those selling similar products under the Ben Jerrys brand. This means a developer's exclusivity is limited to the specific Development Area and does not prevent Ben Jerrys from expanding elsewhere. The developer should carefully review Exhibit B to understand the scope and limitations of their Development Area and the potential for Ben Jerrys to operate nearby outside of it.