What is the 'Franchise Agreement for Affiliated Shop' in the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
| ----------- | --------- | ------------------------------------ |
|---|---|---|
EXHIBIT E
SATELLITE ADDENDUM TO FRANCHISE AGREEMENT
SATELLITE ADDENDUM TO BEN & JERRY'S FRANCHISING, INC. SCOOP SHOP FRANCHISE AGREEMENT
SATELLITE ADDENDUM TO BEN & JERRY'S FRANCHISING, INC. SCOOP SHOP FRANCHISE AGREEMENT
THIS ADDENDUM ("Addendum"), made and entered into on the Effective Date (as set forth in Exhibit A) 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 (as described in Exhibit A).
BACKGROUND:
| A. | OPERATOR | currently | operates | a | Ben | & | Jerry's | scoop | shop | at: | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| (the "Affiliated Shop,") under a Franchise Agreement with BEN & JERRY'S dated, (the "Franchise Agreement | for Affiliated | ||||||||||
| Shop"). |
- B. In connection with, and in addition to, OPERATOR's current operations of the Affiliated Shop, OPERATOR desires to obtain rights to operate a type of Ben & Jerry's Scoop Shop that operates as a Satellite Shop (as defined below) under the System and using the Proprietary Marks.
- C. As such, BEN & JERRY'S and OPERATOR have this day entered into a Ben & Jerry's Franchising, Inc. Franchise Agreement (the "Franchise Agreement") for the development and operation of a Ben & Jerry's Scoop Shop at the Authorized Location, which is specified in Exhibit A to the Franchise Agreement, that will operate as a Satellite Shop (the "Scoop Shop"), and BEN & JERRY'S and OPERATOR wish to amend the Franchise Agreement to reflect special terms and conditions applicable to the operation of the Scoop Shop as a Satellite Shop.
- D.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the 'Franchise Agreement for Affiliated Shop' pertains to an existing Ben & Jerry's franchisee (referred to as the "OPERATOR") who wishes to open an additional Ben & Jerry's Scoop Shop, specifically a Satellite Shop. The original shop is referred to as the "Affiliated Shop". The new shop operates as an extension of the existing shop. The franchisor, Ben & Jerrys, enters into a new Franchise Agreement with the franchisee for the development and operation of the Satellite Shop. An addendum is created to the new franchise agreement to reflect the special terms and conditions applicable to the operation of the Scoop Shop as a Satellite Shop.
Several sections of the new franchise agreement are modified or supplemented by the addendum to accommodate the Satellite Shop arrangement. For example, the definition of "Scoop Shop" in the new Franchise Agreement incorporates the term "Satellite Shop." Also, any transfer of interest in the Affiliated Shop requires a simultaneous transfer of interest in the Satellite Shop, and vice versa. This ensures that both shops remain under the same ownership and management.
Furthermore, a default in either the Franchise Agreement for the Affiliated Shop or the new Franchise Agreement for the Satellite Shop constitutes a default in both agreements. This interconnectedness allows Ben & Jerrys to terminate both agreements if the franchisee fails to meet the obligations of either shop. This clause highlights the importance of maintaining compliance across all Ben & Jerrys locations owned by the franchisee.
In essence, the 'Franchise Agreement for Affiliated Shop' is the original agreement under which an existing Ben & Jerrys franchisee operates their initial shop, while the new 'Franchise Agreement' governs the operation of the Satellite Shop. The addendum to the new agreement ensures that both agreements are linked and that any issues in one shop can affect the franchisee's rights and obligations in the other.