For the Ben Jerrys franchise agreement, what must occur before the addendum becomes binding on either party?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
This Addendum shall not be binding on either party until it is executed by both parties. This Addendum may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute one and the same instrument. Each party agrees that this Addendum and any other documents entered into in connection with this Addendum are signed when a party's signature is delivered either as an original handwritten signature or through electronic means. Electronic signatures are to be treated the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the addendum to the franchise agreement is not binding on either the franchisor or the franchisee until both parties have executed it. This means that both Ben Jerrys and the franchisee must sign the addendum for it to become legally effective.
The document also clarifies that the addendum can be executed in multiple counterparts, each of which is considered an original. All these counterparts together form a single, unified agreement. Furthermore, the agreement specifies that signatures can be delivered either as original handwritten signatures or through electronic means, and electronic signatures are treated with the same validity and enforceability as handwritten ones.
This requirement ensures that both parties are in complete agreement with the terms outlined in the addendum before it takes effect. It protects both Ben Jerrys and the franchisee by ensuring mutual consent and understanding of the changes or additions to the original franchise agreement. This is a standard practice in franchising to ensure clarity and legal enforceability of contract modifications.