Under what condition can the Ben Jerrys agreement be modified?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- a. This Agreement, the attachments hereto, and the documents referred to herein constitute the entire agreement between BEN & JERRY'S and PROSPECTIVE OPERATOR concerning the subject matter hereof and supersede any prior agreements, no other representations having induced PROSPECTIVE OPERATOR to execute this Agreement. Except for those permitted to be made unilaterally by BEN & JERRY'S hereunder, no amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
- b. Notwithstanding the foregoing, nothing in this Agreement shall disclaim or require PROSPECTIVE OPERATOR to waive reliance on any representation that BEN & JERRY'S made in the most recent disclosure document (including its exhibits and amendments) that BEN & JERRY'S delivered to PROSPECTIVE OPERATOR or its representative, subject to any agreed-upon changes to the contract terms and conditions described in that disclosure document and reflected in this Agreement (including any riders or addenda signed at the same time as this Agreement).
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement can only be modified if both parties mutually agree to the changes in writing, with authorized officers or agents executing the agreement. This means that any alteration, amendment, or deviation from the original agreement is not binding unless it's formally documented and agreed upon by both Ben & Jerry's and the prospective operator.
This requirement protects both the franchisee and Ben & Jerry's by ensuring that all modifications are clear, documented, and agreed upon, preventing misunderstandings or disputes over verbal agreements or informal changes. It also ensures that any changes are made with the full understanding and consent of both parties, maintaining the integrity of the franchise agreement.
However, Ben & Jerry's retains the right to make certain unilateral changes as permitted within the agreement itself. Furthermore, the agreement does not require the franchisee to waive reliance on any representations made by Ben & Jerry's in the most recent disclosure document, including its exhibits and amendments, subject to any agreed-upon changes reflected in the signed contract.