What is the relationship between the Franchise Agreement and the Addendum in the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
This Addendum constitutes an integral part of the Franchise Agreement between the parties hereto, and the terms of this Addendum shall be controlling with respect to the subject matter hereof. Except as modified or supplemented by this Addendum, the terms of the Franchise Agreement are hereby ratified and confirmed.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Addendum is designed to work in conjunction with the Franchise Agreement. Several excerpts from Item 22 detail this relationship.
The Addendum serves to modify or supplement specific sections of the original Franchise Agreement. In cases where there are inconsistencies, the terms outlined in the Addendum take precedence, meaning they are controlling on the specific issues they address. Except for these specific modifications or supplements detailed in the Addendum, all other terms and conditions of the Franchise Agreement remain fully effective and applicable.
This means a Ben Jerrys franchisee must understand both documents thoroughly. The Franchise Agreement provides the foundational terms, while the Addendum adjusts those terms for specific situations, such as the operation of a Satellite Shop or a Test Shop. It is important to note that any default under the Franchise Agreement can also be considered a default under the Addendum, and vice versa, potentially leading to termination of both agreements. The Addendum becomes an integral part of the Franchise Agreement, and both must be read together to fully understand the franchisee's rights and obligations.