How does the term of the Bens Soft Pretzels Sublicense relate to the term of the License?
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)
Based on the 2025 Bens Soft Pretzels Franchise Disclosure Document, the Sublicense agreement is subject to the terms of the overarching License agreement. This means that the Sublicensee (the party receiving the sublicense) must adhere to all conditions and obligations outlined in the original License agreement as if they were directly bound to the Licensor (the original licensing party). The Sublicensee essentially steps into the shoes of the Sublicensor (the party granting the sublicense) in relation to the original License.
Specifically, the FDD states that every provision of the License is incorporated into the Sublicense in its entirety. The Sublicensee assumes all duties of the Sublicensor under the License, except that payments are made to the Sublicensor rather than the Licensor. The Sublicensor also retains all the rights of the Licensor as they pertain to the Sublicensee. This creates a three-party relationship where the Sublicensee is bound by the original License terms through the Sublicense agreement.
This arrangement protects the original Licensor by ensuring consistent brand standards and operational compliance, even when a sublicense is involved. For a prospective Bens Soft Pretzels franchisee considering a Sublicense, it is crucial to thoroughly understand both the Sublicense agreement and the original License agreement, as they will be bound by both. Any breaches of the License by the Licensor are the responsibility of the Licensor, not the Sublicensor, and the Sublicensor has no liability for those breaches.