What provisions in the Ben Jerrys franchise agreement survive the expiration or termination of the agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
16.2 Any provision or covenant in this Agreement which expressly or by its nature imposes obligations beyond the expiration or termination of this Agreement (regardless of cause for termination), or transfer shall survive such expiration, termination, or transfer.
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- Confidentiality. During the Evaluation Period, certain confidential information about BEN & JERRY'S and its System may be disclosed or otherwise made known to PROSPECTIVE OPERATOR ("Confidential Information"). PROSPECTIVE OPERATOR agrees to respect and maintain the confidential nature of such Confidential Information, and not in any way disclose the Confidential Information in the operation of any business (excluding a Shop operated pursuant to a Franchise Agreement). It is agreed that PROSPECTIVE
OPERATOR's obligations under this Section 8 shall not expire upon termination of this Preliminary Agreement.
This Section 19 shall survive the expiration or termination of this Agreement.
This Section 18.5 shall survive the expiration or termination of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, several provisions within the franchise agreement survive its expiration or termination. Specifically, any provision or covenant that expressly or by its nature imposes obligations beyond the expiration or termination of the agreement, regardless of the cause for termination, will remain in effect. This also applies to transfers of the agreement.
In the context of the Preliminary Agreement, the obligation of the Prospective Operator to maintain the confidentiality of Ben Jerrys's Confidential Information, as outlined in Section 8, does not expire upon termination of the Preliminary Agreement. Additionally, Section 19 of the Preliminary Agreement, which involves a release and discharge of claims by the Prospective Operator against Ben & Jerrys, survives the expiration or termination of the agreement.
Furthermore, Section 18.5 of the agreement, which includes a release and covenant not to sue by the Developer, also survives the expiration or termination of the agreement. These clauses ensure that certain responsibilities and protections remain in place even after the formal agreement has ended, which is a common practice in franchising to protect the brand and proprietary information.