What factors does Ben Jerrys rely on when granting a franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS TEST SHOP ADDENDUM (the "Addendum") made and entered into on , 20 (the "Effective Date"), by and between Ben & Jerry's |
|---|
| Franchising, Inc., a Vermont corporation with its principal place of business at 530 |
| Community Drive, Suite 1, South Burlington, Vermont ("BEN & JERRY'S"), and |
| ("OPERATOR"). |
| BACKGROUND: |
| A. |
| BEN & JERRY'S and OPERATOR have entered into a Franchise |
| Agreement dated, (the "Franchise Agreement") for the |
| operation by OPERATOR of a Ben & Jerry's ice cream and frozen yogurt shop (the "Scoop |
| Shop") located at |
| B. |
| In connection with, and in addition to, operating the Scoop Shop, |
| OPERATOR wishes to obtain the right to operate, for the limited period of time, a "Ben & |
| Jerry's" scooping shop or station, as approved by BEN & JERRY'S, to be located at |
| (the "Approved |
| Location"), for the purpose of more fully exploring the potential of that location as an |
| additional franchised Ben & Jerry's Scoop Shop for an extended period (the "Test Shop"). |
| C. |
| OPERATOR understands and acknowledges the importance of the high |
| standards of BEN & JERRY'S for quality, cleanliness, appearance, and service and the |
| necessity of operating the Test Shop in conformity with the BEN & JERRY'S standards |
| and specifications for developing and operating the Test Shop. |
| D. |
| All capitalized terms not otherwise defined in this Addendum shall have the |
| same meaning as in the Franchise Agreement. |
| NOW, THEREFORE, the parties agree as follows: |
1. GRANT
- 1.1 BEN & JERRY'S hereby grants to OPERATOR, on the terms and conditions contained in this Addendum, as well as the terms and conditions contained in the Franchise Agreement, the right, and OPERATOR undertakes the obligation, to operate the Test Shop under the System, as well as under the Proprietary Marks designated by BEN & JERRY'S for use under the System.
- 1.2 OPERATOR understands and acknowledges that the rights granted under this Addendum are non-exclusive, and that BEN & JERRY'S reserves all rights for itself,
including without limitation, the rights to own, acquire, establish, supply, and/or operate and license others to establish and operate any business, including businesses that scoop, sell and/or distribute the Products and other goods under any proprietary marks (including the Proprietary Marks) at any location, notwithstanding the proximity of such locations to the Test Shop and the Approved Location; provided, however, this Addendum shall not modify or alter OPERATOR's rights under the Franchise Agreement within the Territory.
2. ESTABLISHMENT AND OPERATION OF THE TEST SHOP
- 2.1 OPERATOR agrees to: (i) either purchase a merchandising unit that meets BEN & JERRY'S specifications, or to design and construct an in-line structure in accordance with design plans and specifications approved by BEN & JERRY'S and the terms of the Franchise Agreement; and (ii) purchase signage for the Test Shop as specified by BEN & JERRY'S. OPERATOR acknowledges and agrees that any signage utilizing the Proprietary Marks or BEN & JERRY'S signature graphics and artwork that has been prepared by BEN & JERRY'S or purchased from BEN & JERRY'S or its suppliers is solely for use at the Test Shop, and OPERATOR is specifically prohibited from selling, transferring, assigning, or otherwise disposing of such items, or using such items, for any other purpose.
- 2.2 OPERATOR shall offer and sell the Products from the Test Shop only: (a) at the Approved Location; and (b) to retail customers for personal consumption. OPERATOR shall not sell any products at or from the Test Shop other than the Products listed in Exhibit A, or as otherwise approved in writing by BEN & JERRY'S. BEN & JERRY'S may from time to time revoke its approval for OPERATOR to offer and sell from the Test Shop particular Products if BEN & JERRY'S determines, in its sole discretion, that such Products no longer meet the standards of BEN & JERRY'S or are appropriate for sale from the Test Shop. Upon receipt of written notice of such revocation, OPERATOR shall cease to sell any disapproved Product at or from the Test Shop. OPERATOR shall not sell any Products to any party(ies) for resale without BEN & JERRY'S prior written consent.
- 2.3 OPERATOR shall prepare and sell the Products in strict compliance with the quality control standards specified in the Manual and any other written materials from BEN & JERRY'S.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
Based on the 2025 Ben Jerrys Franchise Disclosure Document, the company grants franchise rights based on the terms and conditions outlined in both the Test Shop Addendum and the Franchise Agreement. Ben Jerrys grants the operator the right and obligation to operate a Test Shop under the Ben & Jerry's system and proprietary marks. However, these rights are non-exclusive, and Ben Jerrys retains the right to operate or license others to operate similar businesses, even near the Test Shop's location, although the Addendum does not alter the operator's rights within their defined territory under the Franchise Agreement.
To establish and operate the Test Shop, the operator must either purchase a merchandising unit meeting Ben Jerrys's specifications or design and construct an in-line structure following Ben Jerrys's approved design plans. The operator is also required to purchase signage as specified by Ben Jerrys, and this signage is exclusively for use at the Test Shop. The operator is restricted from selling products other than those listed in Exhibit A or approved in writing by Ben Jerrys, and sales must be to retail customers for personal consumption only at the approved location.
The operator must pay an initial test fee of $2,500 upon execution of the Addendum, which is non-refundable and covers administrative expenses. Additionally, the operator must pay continuing royalty fees each month, not exceeding 5.0% of the Test Shop's Gross Sales. The Test Shop must be managed by someone who has successfully completed Ben Jerrys's Scoop U program. Furthermore, any default under the Franchise Agreement for an affiliated shop also constitutes a default under the Test Shop Addendum, and vice versa, indicating a close relationship and mutual dependency between the agreements.