What options does the Sublicensor have regarding actions against a Bens Soft Pretzels Sublicensee?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
der 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.
2. SUBLICENSE, TERM AND LICENSE FEE
- 2.1 Sublicense of Premises. Sublicensor hereby sublicenses the Premises to Sublicensee solely for the purpose of operating a Ben's Soft Pretzels store pursuant to the terms and provisions of the Franchise Agreement and agrees that so long as Sublicensee is in compliance with the terms hereof, of the License, and of the Franchise Agreement Sublicensee shall have the right to utilize the Premises without hinderance or molestation by Sublicensor. By execution hereof, Sublicensee accepts the Premises and acknowledges that the location and condition of the Premises is acceptable to Sublicensee and hereby waives any claims or rights against Sublicensor of or related to the condition or location of the Premises.
- 2.2 Term. The term of this Sublicense shall be for the term commencing on the date as provided in the License and ending one day sooner than the ending date as provided in the License, or such earlier date as the License is terminated in accordance with the terms and provisions thereof or this Sublicense is terminated in accordance with the terms and provisions hereof (the "Term").
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the Sublicensor possesses the same rights against the Sublicensee as the Licensor has under the original license agreement. This means the Sublicensor can enforce the terms and conditions of the Franchise Agreement directly against the Sublicensee. The Sublicensee is obligated to fulfill all duties and obligations outlined in the original license agreement, essentially stepping into the shoes of the Sublicensor, except that payments are made to the Sublicensor.
This arrangement ensures that the Bens Soft Pretzels brand standards and operational requirements are maintained at the sublicensed location. The Sublicensee must adhere to the Franchise Agreement as if they were dealing directly with the Licensor. This includes maintaining insurance coverage, using the premises only for operating a Ben's Soft Pretzels store, and obtaining prior written consent for any alterations or improvements to the premises.
Furthermore, the Sublicensee is responsible for indemnifying the Sublicensor against any liabilities arising from the license agreement after the sublicense date. This protects the Sublicensor from potential legal or financial repercussions caused by the Sublicensee's actions or failure to comply with the agreement. The Sublicensor's right to enforce the agreement helps maintain consistency and quality across all Bens Soft Pretzels locations, whether directly franchised or sublicensed.
In practical terms, if a Sublicensee violates the Franchise Agreement, the Sublicensor has the authority to take corrective action, potentially including legal remedies, to ensure compliance. This structure provides the Sublicensor with a mechanism to protect their interests and the integrity of the Bens Soft Pretzels brand within the sublicensed territory. However, the Sublicensee must look only to the Licensor, and not the Sublicensor, for remedies regarding any breaches in the License by Licensor, and the Sublicensor has no liability for any breach by Licensor affecting Sublicensee.