factual

In the Ben Jerrys Warehouse Addendum, where can the definitions of capitalized terms not defined in the addendum be found?

Ben_Jerrys Franchise · 2025 FDD

Answer from 2025 FDD Document

A. BEN & JERRY's and OPERATOR entered into a Ben & Jerry's Franchising, Inc.
Franchise Agreement [and any additional Addenda/Amendments dated,
20, ([together,] the "Franchise Agreement"). [Note:
Add bracketed language if
applicable.]
B. The
Franchise
Agreement
relates
to
the
scoop
shop
located
at
(the "Scoop Shop").
C. OPERATOR wishes to establish and operate, in conjunction with OPERATOR'S Scoop
Shop, a separate location in which to store Ben & Jerry's ice cream catering and other
products for Off-Premises Activities [and/or Mobile Vending] (as those terms are defined
in Section 1.2, below) (the "Warehouse").
or
[C. On or about, 20, OPERATOR formed the Catering Entity to establish
and operate, in conjunction with OPERATOR'S Scoop Shop, a separate location in which
to store Ben & Jerry's ice cream catering and other products for Off-Premises Activities
[and/or Mobile Vending] (as those terms are defined in Section 1.2, below) (the
"Warehouse").]
D. In conjunction with the establishment of the Warehouse, BEN & JERRY'S and
OPERATOR [and the Catering Entity] wish to enter into this Warehouse Addendum to
revise certain provisions of the Franchise Agreement relating to the Authorized Warehouse
(as that term is defined in Section 3, below).
E. All capitalized terms not otherwise defined in this Warehouse Addendum shall have the
same meaning as in the Franchise Agreement.

Source: Item 23 — RECEIPTS (FDD pages 134–358)

What This Means (2025 FDD)

According to Ben Jerrys's 2025 Franchise Disclosure Document, specifically within the Warehouse Addendum, any capitalized terms that are not explicitly defined within the addendum itself will carry the same meaning as they do in the original Franchise Agreement. This is to ensure consistency and clarity between the two documents.

For a prospective Ben Jerrys franchisee, this means that when reviewing the Warehouse Addendum, it's crucial to also have the Franchise Agreement at hand. If a term like "Proprietary Marks" or "Authorized Warehouse" appears capitalized but isn't defined in the addendum, the franchisee must refer back to the Franchise Agreement to understand its precise meaning. This interconnectedness highlights the importance of understanding the Franchise Agreement thoroughly before considering the Warehouse Addendum.

This clause aims to streamline the Warehouse Addendum by avoiding redundant definitions. However, it places the onus on the franchisee to cross-reference terms and ensure they fully grasp the implications of each clause in both documents. It is important to pay close attention to how terms are defined in the Franchise Agreement, as those definitions will directly apply to the Warehouse Addendum.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.
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