What is the impact of the License agreement on the interpretation of the Bens Soft Pretzels Sublicense agreement?
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 Bens Soft Pretzels's 2025 Franchise Disclosure Document, the License agreement is fully incorporated into the Sublicense agreement, meaning every provision of the License agreement applies to the Sublicense agreement as if it were written directly into it. The Sublicense is subject to the License, and the Sublicensee (the subfranchisee) must look only to the Licensor (the master franchisor) for remedies if the Licensor breaches the License agreement. The Sublicensor (the subfranchisor) has no liability for the Licensor's breaches affecting the Sublicensee.
The Sublicensee assumes all duties and obligations of the Sublicensor under the License agreement, except that payments normally made to the Licensor are instead paid to the Sublicensor. The Sublicensee also agrees to protect the Sublicensor from any liability related to the License agreement from the date of the Sublicense onward. Furthermore, the Sublicensor has all the rights of the Licensor as described in the License agreement, as they pertain to the Sublicensee.
For a prospective Bens Soft Pretzels subfranchisee, this means understanding the original License agreement is crucial, as it dictates many of their rights and responsibilities. They must be aware that their direct recourse for certain issues lies with the Licensor, not the Sublicensor. Additionally, they take on significant obligations and potential liabilities stemming from the original License agreement, highlighting the importance of thoroughly reviewing both agreements with legal counsel before signing.