What is the dependency between the Sublicense and the License for Ben's Soft Pretzels?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1.1 Incorporation of License. Each and every provision of the License, be and hereby is incorporated herein in its entirety as if fully set forth herein.
- 1.2 Sublicense Subject to License. This Sublicense is subject to the License. Sublicensee shall look only to Licensor and not to Sublicensor for remedies of any breaches in the License by Licensor. Sublicensor shall have no liability whatever for any breach by Licensor affecting Sublicensee.
- 1.3 Sublicensee's Assumption of Duties under the License. Sublicensee agrees that as of the date of this Sublicense to assume, be subject to and to perform each and every condition and obligation to be performed by Sublicensor under the provisions of the License or to which Sublicensor is subject thereunder, except that all license fees and other amounts payable to Licensor under the License shall be paid to Sublicensor in accordance with Section 2.3 hereof. Sublicensee does further agree to indemnify and save Sublicensor, its successors and assigns, harmless from and against any and all liability under or
related to the License from and after said date.
1.4 Sublicensor Has Rights of Licensor. It is further agreed, that as to Sublicensee, Sublicensor shall have all rights of Licensor as described in the License and all rights granted to Sublicensor herein.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 FDD, the Sublicense for a Ben's Soft Pretzels franchise is explicitly subject to the terms and conditions of the original License agreement. This means that the Sublicensee (the party receiving the sublicense) must adhere to all provisions outlined in the License as if they were directly bound by it. The Sublicensee's rights and obligations are derived from and limited by the scope of the original License. Any changes or breaches in the License directly impact the Sublicense.
Ben's Soft Pretzels makes it clear that the Sublicensee must look only to the Licensor (the original franchisor) for any remedies related to breaches in the License, and not to the Sublicensor (the party granting the sublicense). The Sublicensor bears no liability for any breach by the Licensor that affects the Sublicensee. This arrangement protects the Sublicensor from liabilities arising from the Licensor's actions while ensuring the Sublicensee is still bound by the original License terms.
Furthermore, the Sublicensee assumes all duties and obligations of the Sublicensor under the License, with the exception that license fees and other amounts payable to the Licensor are instead paid to the Sublicensor. The Sublicensee also agrees to indemnify the Sublicensor against any liability related to the License from the date of the Sublicense onward. The Sublicensor retains all rights of the Licensor as they pertain to the Sublicensee, as described in the License, and any rights granted to the Sublicensor in the Sublicense agreement. This comprehensive dependency ensures that the Ben's Soft Pretzels system maintains uniformity and control, even when sublicensing agreements are in place.