What is the obligation of the offeror regarding materials for offering securities or partnership interests in OPERATOR to Ben Jerrys?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
No offering shall imply, by use of the Proprietary Marks or otherwise, that BEN & JERRY'S is participating in an underwriting, issuance, or offering of securities of either OPERATOR or BEN & JERRY'S; and review by BEN & JERRY'S of any offering shall be limited solely to the subject of the relationship between OPERATOR and BEN & JERRY'S.
At its option, BEN & JERRY'S may require the offering materials to contain written statements or disclaimers prescribed by BEN & JERRY'S including any limitations stated above in this paragraph.
OPERATOR and the other participants in the offering must fully indemnify BEN & JERRY'S in connection with the offering.
For each proposed offering, OPERATOR shall reimburse BEN & JERRY'S for its actual costs and expenses associated with reviewing the proposed offering materials, including legal and accounting fees.
OPERATOR shall give BEN & JERRY'S written notice at least sixty (60) days prior to the date of commencement of any offering or other transaction covered by this Section 14.9.
Any such offering shall be subject to prior written consent of BEN & JERRY'S and right of first refusal as provided in Sections 14.2 and 14.6, respectively, hereof.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, if an OPERATOR (franchisee) intends to offer securities or partnership interests, they have several obligations to Ben Jerrys. The OPERATOR must provide Ben Jerrys with written notice at least 60 days before starting any offering. This allows Ben Jerrys ample time to review the proposed offering. The offering itself requires Ben Jerrys's prior written consent and is subject to their right of first refusal.
Ben Jerrys maintains the right to review the offering materials, focusing on the relationship between the OPERATOR and Ben Jerrys. Ben Jerrys may also require specific written statements or disclaimers to be included in the offering materials. The OPERATOR is responsible for reimbursing Ben Jerrys for all actual costs and expenses related to reviewing the offering materials, including legal and accounting fees.
Furthermore, the OPERATOR must fully indemnify Ben Jerrys in connection with the offering, protecting Ben Jerrys from any liabilities or damages that may arise. The offering cannot imply that Ben Jerrys is involved in underwriting, issuing, or offering securities of either the OPERATOR or Ben Jerrys itself. These stipulations ensure that Ben Jerrys's brand and interests are protected during any offering of securities or partnership interests by the OPERATOR.