What section of the Bens Soft Pretzels Franchise Agreement contains the integration/merger clause?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Agreement | Summary | |
|---|---|---|---|
| o. | Franchisor’s option | Section 14B | Option to purchase some or all equipment, supplies, inventory, |
| to | advertising materials and any items with our logo, for cash at | ||
| purchase | fair market value, exercisable up to 90 days after termination or | ||
| franchisee’s | expiration. If no agreement on fair market value, an appraiser | ||
| business | appointed by us will decide. | ||
| p. | Death or disability of franchisee | Section 11E | You must assign franchise to an approved buyer within 180 days. All transfer provisions of section 8 of the franchise agreement apply. |
| q. | Non-competition | Section 10D | No store or food business which includes the sale of pretzels |
| covenants during | where the sale of pretzels is more than 10% of the overall | ||
| the term of the | revenue of the business, nor an organization franchising a | ||
| franchise | similar business (subject to state law). | ||
| r. | Non-competition covenants after the franchise is terminated or expires | Section 10D | No store or food business which includes the sale of pretzels where the sale of pretzels is more than 10% of the overall revenue of the business for 1 year within 5 miles of your former store location, or within 5 miles of any other BEN’S SOFT PRETZELS store. No organization franchising a similar business for 1 year. No solicitation or acceptance of business from former customers for 1 year (subject to state law). |
| s. | Modification of | Section 15B | Modification by written agreement signed by you and us. The |
| agreement | Operations Manual can be revised and modified by us. | ||
| t. | Integration/merger clause | Section 15B | Only the terms of the Franchise Agreement (including System Standards in the Operations Manual) are binding (subject to state and federal law). Any statements or promises not in the Franchise Agreement and this disclosure document and may not be enforceable. No claim made in any franchise agreement is intended to disclaim the representations made in this Franchise Disclosure Document. |
Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 37–42)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the integration/merger clause is found in Section 15B of the Franchise Agreement. This clause is important because it specifies that only the terms outlined in the Franchise Agreement, including the System Standards in the Operations Manual, are legally binding, subject to state and federal law.
This means that any promises or statements made outside of the Franchise Agreement and the disclosure document may not be enforceable. Bens Soft Pretzels is essentially stating that franchisees cannot rely on verbal assurances or other documents not explicitly included in the agreement.
Furthermore, the clause clarifies that no claim made in any franchise agreement is intended to disclaim the representations made in the Franchise Disclosure Document. This protects the franchisee by ensuring that the FDD's representations are not undermined by the franchise agreement.