To whom do the Guarantor(s) absolutely and unconditionally guarantee the Developer's obligations and duties under the Development Agreement with Ben Jerrys?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
| As an inducement to Ben & Jerry's Franchising, Inc. ("BEN & JERRY'S") to execute | |
|---|---|
| the Development Agreement between BEN & JERRY'S and | |
| ("DEVELOPER") dated,(the "Agreement"), and for other good and | |
| valuable consideration, the undersigned ("GUARANTOR(S)"), jointly and severally, hereby | |
| absolutely and unconditionally guarantee to BEN & JERRY'S and its successors and assigns that | |
| all of DEVELOPER'S obligations and duties under the Agreement will be punctually paid and | |
| fully performed. |
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Guarantor(s) absolutely and unconditionally guarantee to Ben & Jerry's Franchising, Inc. (BEN & JERRY'S) and its successors and assigns that all of the Developer's obligations and duties under the Development Agreement will be punctually paid and fully performed. This guarantee is an inducement for Ben Jerrys to enter into the Development Agreement with the Developer.
In simpler terms, if a franchisee (Developer) is entering into a Development Agreement with Ben Jerrys to open multiple locations, Ben Jerrys may require a Guarantor. This Guarantor is essentially promising Ben Jerrys that the Developer will meet all financial and operational obligations outlined in the Development Agreement. If the Developer fails to meet these obligations, the Guarantor is legally bound to ensure they are fulfilled. This protects Ben Jerrys from financial loss or operational disruption if the Developer defaults.
This type of guarantee is a common practice in franchising, especially when dealing with multi-unit development agreements. It provides an added layer of security for the franchisor. Prospective franchisees acting as Developers should carefully consider the implications of having a Guarantor, as it places significant financial responsibility on that individual or entity. It is important for potential Guarantors to fully understand the terms of the Development Agreement and the extent of their obligations before signing the guarantee.
It is also important to note that the Guarantor(s) also agree to defend, indemnify, and hold Ben Jerrys harmless against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, reasonable costs of investigation, and court costs, and arbitration fees and expenses) resulting from any failure by the Developer to perform any obligation or duty under the Agreement.