During the term of the agreement, how should the Developer present itself to the public regarding its relationship with Ben Jerrys?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 12.2 During the term of this Agreement, DEVELOPER shall hold itself out to the public as an independent contractor.
DEVELOPER agrees to take such action as may be necessary to do so, including exhibiting a notice of that fact in a conspicuous place in DEVELOPER'S offices the content of which BEN & JERRY'S reserves the right to specify.
- 12.3 Nothing in this Agreement authorizes DEVELOPER to make any contract, warranty, or representation on the behalf of BEN & JERRY'S, or to incur any debt or other obligation in the name of BEN & JERRY'S; and BEN & JERRY'S shall in no event assume liability (or joint liability) for, or be deemed liable (or jointly liable) hereunder as a result of, any such action; nor shall BEN & JERRY'S be liable (or jointly liable) by reason of any act or omission of DEVELOPER in connection with DEVELOPER'S or DEVELOPER'S employees operation of the business contemplated hereunder, or for any claim or judgment arising therefrom against DEVELOPER or DEVELOPER'S employees or BEN & JERRY'S.
DEVELOPER hereby waives all claims against BEN & JERRY'S for damages to property or injuries to persons arising out of the operation of DEVELOPER'S business.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, a developer must present itself as an independent contractor to the public during the term of the agreement. Ben Jerrys and the developer are separate entities and are not considered fiduciaries, partners, joint ventures, or agents of each other. Neither party has the power to bind the other.
To ensure this independent contractor status is clear, the developer must take necessary actions, including displaying a notice in a conspicuous place within their offices. The specific content of this notice is subject to Ben Jerrys's approval, giving Ben Jerrys control over how the relationship is publicly framed.
This arrangement means the developer is responsible for its own business operations and liabilities. The agreement explicitly states that Ben Jerrys is not liable for the developer's actions or omissions, nor for any claims or judgments arising from the developer's business operations. The developer also waives all claims against Ben Jerrys for damages to property or injuries to persons arising out of the operation of the developer’s business.