What constitutes a waiver of rights under the Bens Soft Pretzels Sublicense agreement?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach. Subject to our rights to modify the Schedules and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to Bens Soft Pretzels' 2025 Franchise Disclosure Document, a waiver of rights under the sublicense agreement is specifically addressed. Bens Soft Pretzels states that the franchisor's failure to enforce any provision of the agreement or any breach by the franchisee does not constitute a waiver of any other or subsequent breach. This means that Bens Soft Pretzels can still enforce its rights even if it has previously overlooked a violation.
Furthermore, the Bens Soft Pretzels sublicense agreement can only be waived, altered, or rescinded through a written document signed by both the franchisee and the franchisor. This requirement for a written waiver ensures that any changes to the agreement are documented and agreed upon by both parties, preventing misunderstandings or disputes. This clause aims to protect the integrity of the agreement and the rights of Bens Soft Pretzels.
This provision is fairly standard in franchise agreements, as franchisors typically want to maintain their right to enforce the agreement's terms strictly, even if they have been lenient in the past. Prospective Bens Soft Pretzels franchisees should understand that the franchisor's actions or inactions do not set a precedent for future breaches. Any modifications or waivers must be formally documented to be valid.