What does the Better Blend Guarantor unconditionally guarantee to Better Blend Franchising, LLC?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
- **2.
Confidential Information.** With respect to all Confidential Information, Guarantor shall (a) adhere to all security procedures prescribed by BBF for maintaining confidentiality, (b) disclose such information to its employees only to the extent necessary for the operation of the Business, (c) not use any such information in any other business or in any manner not specifically authorized or approved in writing by BBF, (d) exercise the highest degree of diligence and make every effort to maintain the confidentiality of all such information during and after the term of the Franchise Agreement, (e) not copy or otherwise reproduce any Confidential Information, and (f) promptly report any unauthorized disclosure or use of Confidential Information.
Guarantor acknowledges that all Confidential Information is owned by BBF or its affiliates (except for Confidential Information which BBF licenses from another person or entity).
Guarantor
acknowledges that all customer data collected or generated by the Business and all data collected or generated by the point-of-sale system (other than data regarding employees) is Confidential Information belonging to BBF. This Section will survive the termination or expiration of the Franchise Agreement indefinitely.
3. Covenants Not to Compete.
- (a) Restriction In Term.
During the term of the Franchise Agreement, Guarantor shall not directly or indirectly have any ownership interest in, lend money or provide financial assistance to, provide any services to, or be employed by, any Competitor.
- (b) Restriction Post Term.
For two years after the Franchise Agreement expires or is terminated for any reason (or, if applicable, for two years after a Transfer by Guarantor), Guarantor shall not directly or indirectly have any ownership interest in, lend money or provide financial assistance to, provide any services to, or be employed by, any Competitor located within five miles of Franchisee's Territory or within five miles of the territory of any other Better Blend business operating on the date of expiration, termination, or transfer, as applicable.
If the Franchise Agreement is terminated before the Territory is determined, then the area of non-competition will be the Site Selection Area and within five miles the territory of any other Better Blend business operating on the date of termination.
If a given Better Blend business does not have a defined territory, then for purposes of this Section its territory will be deemed to be a 3-mile radius.
- (c) Interpretation.
Guarantor agrees that each of the foregoing covenants is independent of any other covenant or provision of this Guaranty or the Franchise Agreement.
If all or any portion of the covenants in this Section is held to be unenforceable or unreasonable by any court or arbitrator, then the parties intend that the court or arbitrator modify such restriction to the extent reasonably necessary to protect the legitimate business interests of BBF.
Guarantor agrees that the existence of any claim it or Franchisee may have against BBF shall not constitute a defense to the enforcement by BBF of the covenants of this Section.
If Guarantor fails to comply with the obligations under this Section during the restrictive period, then the restrictive period will be extended an additional day for each day of noncompliance.
- **4.
Modification.** Guarantor agrees that Guarantor's liability hereunder shall not be diminished, relieved or otherwise affected by (a) any amendment of the Franchise Agreement, (b) any extension of time, credit or other indulgence which BBF may from time to time grant to Franchisee or to any other person or entity, or (c) the acceptance of any partial payment or performance or the compromise or release of any claims.
- **5.
Governing Law; Dispute Resolution.** This Guaranty shall be governed by and construed in accordance with the laws of the state of Ohio (without giving effect to its principles of conflicts of law).
The parties agree that any Ohio law for the protection of franchisees or business opportunity purchasers (including the Ohio Business Opportunity Purchasers Protection Act, Ohio Rev.
Code §§ 1334.01 et seq.) will not apply unless its jurisdictional requirements are met independently without reference to this Section 5.
The provisions of Article 17 (Dispute Resolution) of the Franchise Agreement apply to and are incorporated into this Guaranty as if fully set forth herein.
Guarantor shall pay to BBF all costs incurred by BBF (including reasonable
attorney fees) in enforcing this Guaranty. If multiple Guarantors sign this Guaranty, each will have joint and several liability.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, the Guarantor makes several guarantees to Better Blend Franchising, LLC (BBF). The Guarantor must adhere to all security procedures prescribed by BBF for maintaining confidentiality, disclose confidential information to its employees only to the extent necessary for the business operation, and not use any confidential information in any other business unless specifically authorized by BBF in writing. The Guarantor must also exercise the highest degree of diligence to maintain the confidentiality of all such information during and after the term of the Franchise Agreement, and promptly report any unauthorized disclosure or use of confidential information. All customer data collected or generated by the business and the point-of-sale system (excluding employee data) is considered confidential information belonging to BBF.
During the term of the Franchise Agreement, the Guarantor cannot directly or indirectly have any ownership interest in, lend money or provide financial assistance to, provide services to, or be employed by any competitor. For two years after the Franchise Agreement expires or is terminated, the Guarantor is restricted from similar competitive activities within five miles of the franchisee's territory or any other Better Blend business operating at the time of expiration, termination, or transfer. If the territory is not determined before termination, the non-competition area will be the Site Selection Area and within five miles of any other Better Blend business.
The Guarantor's liability is not affected by any amendment to the Franchise Agreement, any extension of time or credit granted to the franchisee, or the acceptance of partial payments or compromise of claims. The Guaranty is governed by Ohio law, and any disputes will be resolved according to Article 17 of the Franchise Agreement. BBF is entitled to recover all costs, including reasonable attorney fees, incurred in enforcing the Guaranty. If there are multiple Guarantors, each has joint and several liability.