Which sections of the Ben Jerrys franchise agreement survive the expiration or termination of the agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
27.6 OPERATOR, for itself and on behalf of its affiliates and related entities, and their respective shareholders, officers, directors, limited liability company members, managers and employees, and their respective successors and assigns, and on behalf of the OPERATOR's Owners, hereby (i) releases and forever discharges BEN & JERRY'S, its parents, affiliates and related entities, and its and their respective current and former officers, directors, owners, shareholders, employees, agents, representatives and attorneys, and its and their respective successors and assigns, from any and all claims, demands and causes of action, whether known or unknown, of any kind or nature, vested or contingent, at law or in equity, arising prior to or on the Effective Date, and (ii) agrees that none of them will institute any litigation or other legal action or proceeding, at law or in equity, against BEN & JERRY'S, its parents, affiliates and related entities, and its and their respective current and former officers, directors, owners, shareholders, employees, agents, representatives and attorneys, and its and their respective successors and assigns, directly or indirectly, relating to any claim or demand released under this Section 27.6, provided, however, that this release and covenant not to sue shall not apply to any claim that arises under any applicable federal and state franchise laws, except to the extent that such claims may by law be released by this Agreement.
OPERATOR shall take whatever actions are necessary or appropriate to carry out the terms of this release and covenant not to sue upon BEN & JERRY'S request. This Section 27.6 shall survive the expiration or termination of this Agreement.
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 expressly or by its nature imposes obligations beyond the term of the agreement will survive. This includes Sections 10, 16, 17, 20.3 and 26 of the Ben Jerrys franchise agreement.
Section 27.6, which covers the operator's release and discharge of Ben Jerrys from claims and a covenant not to sue, also survives the expiration or termination of the agreement. This section requires the operator to take necessary actions to uphold the terms of the release and covenant not to sue, even after the franchise relationship ends.
This means that even after the franchise agreement ends, certain obligations and restrictions will continue to apply to the franchisee. These surviving sections likely relate to post-termination obligations such as non-compete clauses, confidentiality, and final payments. Prospective franchisees should carefully review these sections to understand the full scope of their responsibilities, even after they are no longer operating a Ben Jerrys franchise.