Which sections of the Ben Jerrys agreement, specifically, survive the expiration or termination of the agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
5.1 If, for any reason, any section, part, term, provision, and/or covenant herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, such other portions, sections, parts, terms, provisions, and/or covenants of this Agreement as may remain otherwise intelligible; and the latter shall continue to be given full force and effect and bind the parties hereto; and the invalid portions, sections, parts, terms, provisions, and/or covenants shall be deemed not to be a part of this Agreement.
- 25.2 Any provision or covenant in this Agreement which expressly or by its nature imposes obligations beyond the expiration, termination or assignment of this Agreement (regardless of cause for termination) shall survive such expiration, termination, or assignment, including Sections 10, 16, 17, 20.3 and 26.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, several sections of the franchise agreement continue to have effect even after the agreement expires or is terminated. Specifically, any provision or covenant that inherently imposes obligations beyond the termination or expiration of the agreement will survive.
The document explicitly states that Sections 10, 16, 17, 20.3, and 26 survive the expiration or termination of the agreement. Additionally, Section 27.6, which pertains to a release and covenant not to sue, also remains in effect after the agreement ends.
Furthermore, the guarantee provision within the agreement also has clauses that survive termination or expiration. All obligations and liabilities of the guarantor that arose from events occurring on or before the termination date remain in full force until they are satisfied or discharged. Any covenants within the guarantee provision that are explicitly stated to continue in force after the agreement's end will do so according to their terms. This ensures that certain responsibilities and protections remain in place even after the franchise relationship concludes.