How can the Warehouse Addendum be amended for a Ben Jerrys franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Section 15 of the Franchise Agreement shall be amended by the addition of the following Section 15.6:
- 15.6 Should [OPERATOR/the Catering Entity] cease to provide Off-Premises Activities [and/or Mobile Vending] from the Authorized Warehouse, the Warehouse Addendum will no longer be in force and effect and the terms of the Franchise Agreement will revert to their original form without any modification.
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- Section 16 of the Franchise Agreement shall be amended by the addition of the following Section 16.10:
- 16.10 In the event that [OPERATOR/the Catering Entity] ceases to provide Off-Premises Activities [and/or Mobile Vending] services from the Authorized Warehouse:
- 16.10.1 [OPERATOR/The Catering Entity] shall immediately and permanently cease to use, in any manner whatsoever, the Authorized Warehouse for any purpose related to Ben & Jerry's or the Scoop Shop.
- 16.10.2 [OPERATOR/The Catering Entity] shall immediately cease use of any confidential methods, procedures, and techniques associated with the System, the Proprietary Mark "Ben & Jerry's" (including the identifying information necessary for deliveries) and all other Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the System at the Authorized Warehouse. [OPERATOR/The Catering Entity] shall cease to use all stationery, email addresses, forms, products, and any other articles which incorporate or display the Proprietary Marks at the Authorized Warehouse, and [OPERATOR/the Catering Entity] shall immediately change the telephone number associated with the Authorized Warehouse, if different from the telephone number of the Scoop Shop.
- 16.10.3 In the event [OPERATOR/the Catering Entity] fails or refuses to comply with the requirements of this Section 16.10, BEN & JERRY'S shall have the right to enter upon the Authorized Warehouse, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, at the expense of [OPERATOR/the Catering Entity] which expense [OPERATOR/the Catering Entity] agrees to pay upon demand.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Warehouse Addendum can be amended under specific conditions related to the cessation of off-premises activities from the authorized warehouse. If the Ben Jerrys operator or catering entity stops providing off-premises activities or mobile vending from the authorized warehouse, the Warehouse Addendum will no longer be in effect. Consequently, the terms of the Franchise Agreement will revert to their original form without any modifications.
Upon cessation of off-premises activities, the operator or catering entity must immediately stop using the authorized warehouse for any purpose related to Ben Jerrys or the Scoop Shop. This includes discontinuing the use of confidential methods, procedures, and techniques associated with the Ben Jerrys system, proprietary marks, and any other distinctive forms or devices at the authorized warehouse. The operator must also cease using any stationery, email addresses, forms, or products that display the proprietary marks at the warehouse and change the telephone number associated with the warehouse if it differs from the Scoop Shop's number.
If the operator fails to comply with these requirements, Ben Jerrys has the right to enter the authorized warehouse to make the necessary changes at the operator's expense. This ensures that the brand's standards and proprietary information are protected even after the warehouse is no longer used for off-premises activities. This provision protects Ben Jerrys's interests and ensures consistent brand representation, while placing the onus of compliance on the franchisee.