How is a 'transfer' defined in the Bens Soft Pretzels franchise agreement?

Question

Accepted Answer

|  | Provision | Section in Agreement | Summary |
|---|---|---|---|
| o. | Franchisor’s option to purchase franchisee’s business | Section 14B | Option to purchase some or all equipment, supplies, inventory, advertising materials and any items with our logo, for cash at fair market value, exercisable up to 90 days after termination or expiration. If no agreement on fair market value, an appraiser 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 covenants during the term of the franchise | 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, nor an organization franchising a 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 agreement | Section 15B | Modification by written agreement signed by you and us. The 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. |
| u. | Dispute resolution by arbitration or mediation | Section 12 | Except for certain claims, all disputes must be mediated and arbitrated in the city where our headquarters is located when the proceedings are conducted, currently Goshen, Indiana (subject to state law). |
| v. | Choice of forum | Section 15I | Court litigation must be in any state or federal court of general jurisdiction over Goshen, Indiana (or where our headquarters is located when the proceedings are conducted). (subject to state law). |
| w. | Choice of law | Section 15H | Except for the Federal Arbitration Act and other federal law, Indiana law applies (subject to state law). |
|  | Provision | Section in Agreement | Summary |
| i. | Franchisee's | Section 4C | Pay amounts owed; return the Operations Manual and Software |
|  | obligations on termination/non renewal | Section 14A-14C | Program and return or destroy all other materials; stop using Marks, System and confidential information; de-identify yourself from us; cancel assumed names; return to us any signs utilizing the Marks; provide us with the names, addresses, telephone numbers and email addresses of all customers; assign to us your telephone and facsimile numbers, and email and internet addresses, websites, domain names, social media sites and search engine identifiers; assign your lease to us, at our option; adhere to non-competition provisions. (also see r, below) |
| j. | Assignment of contract by franchisor | Section 11G | No restriction on our right to assign. |
| k. | "Transfer" by franchisee – defined | Section 11A | Includes any type of transfer of the Franchise Agreement or assets or any ownership change. |
| l. | Franchisor approval of transfer by franchisee | Section 11B | We have the right to approve all transfers but will not unreasonably withhold approval. |
| m. | Conditions for franchisor approval of transfer | Sections 11B-11D | Transferee qualifies; all amounts due are paid in full; you are not in default; the transferee complies with training requirements; transferee has received required disclosure documents; then current form of Franchise Agreement signed; transferee assumes remaining obligations under your agreements; transfer fee paid; assets have been refurbished, remodeled or replaced; lessor consent to lease assignment, if necessary; general releases signed; guaranty of performance may be required; and right of first refusal declined by us. (also see r below).

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 34–37)

How is a 'transfer' defined in the Bens Soft Pretzels franchise agreement?

Answer from 2025 FDD Document

What This Means (2025 FDD)

	Provision	Section in Agreement	Summary
o.	Franchisor’s option to purchase franchisee’s business	Section 14B	Option to purchase some or all equipment, supplies, inventory, advertising materials and any items with our logo, for cash at fair market value, exercisable up to 90 days after termination or expiration. If no agreement on fair market value, an appraiser 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 covenants during the term of the franchise	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, nor an organization franchising a 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 agreement	Section 15B	Modification by written agreement signed by you and us. The 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.
u.	Dispute resolution by arbitration or mediation	Section 12	Except for certain claims, all disputes must be mediated and arbitrated in the city where our headquarters is located when the proceedings are conducted, currently Goshen, Indiana (subject to state law).
v.	Choice of forum	Section 15I	Court litigation must be in any state or federal court of general jurisdiction over Goshen, Indiana (or where our headquarters is located when the proceedings are conducted). (subject to state law).
w.	Choice of law	Section 15H	Except for the Federal Arbitration Act and other federal law, Indiana law applies (subject to state law).
	Provision	Section in Agreement	Summary
i.	Franchisee's	Section 4C	Pay amounts owed; return the Operations Manual and Software
	obligations on termination/non renewal	Section 14A-14C	Program and return or destroy all other materials; stop using Marks, System and confidential information; de-identify yourself from us; cancel assumed names; return to us any signs utilizing the Marks; provide us with the names, addresses, telephone numbers and email addresses of all customers; assign to us your telephone and facsimile numbers, and email and internet addresses, websites, domain names, social media sites and search engine identifiers; assign your lease to us, at our option; adhere to non-competition provisions. (also see r, below)
j.	Assignment of contract by franchisor	Section 11G	No restriction on our right to assign.
k.	"Transfer" by franchisee – defined	Section 11A	Includes any type of transfer of the Franchise Agreement or assets or any ownership change.
l.	Franchisor approval of transfer by franchisee	Section 11B	We have the right to approve all transfers but will not unreasonably withhold approval.
m.	Conditions for franchisor approval of transfer	Sections 11B-11D	Transferee qualifies; all amounts due are paid in full; you are not in default; the transferee complies with training requirements; transferee has received required disclosure documents; then current form of Franchise Agreement signed; transferee assumes remaining obligations under your agreements; transfer fee paid; assets have been refurbished, remodeled or replaced; lessor consent to lease assignment, if necessary; general releases signed; guaranty of performance may be required; and right of first refusal declined by us. (also see r below).