What documents should I review to understand the provisions related to the Beverly Anns Cookie franchise relationship?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]
| Provision | Section in Franchise Agreement/Additional Franchise Reservation Agreement | Summary |
|---|---|---|
| agent. You must also fully de-identify your GRM/GRT if you wish to transfer it to any party besides us or another franchisee. | ||
| (n) Franchisor's right of first refusal to acquire Franchisee's business | Section 16.2/Not Applicable | We have 30 days to match any offer for your Beverly Ann's Business or your GRM/GRT. |
| (o) Franchisor's right to purchase Franchisee's business | Section 26/Not Applicable | We may, but are not required to, purchase your Beverly Ann's Cookies Franchise, inventory, GRM/GRT, or equipment at fair market value if your Beverly Ann's Cookies Franchise is terminated for any reason by giving you written notice of our intent to exercise this option within 30 days after the date of termination or expiration of the Franchise Agreement. |
| (p) Death or disability of Franchisee | Section 16.5/Not Applicable | Franchisee must be a legal entity. Upon the Managing Owner's death or disability, the Managing Owner's interest must be assigned to a qualified party within 90 days of death or disability of the Managing Owner or the Franchise Agreement may be terminated. |
| (q) Non-competition covenants during the term of the Franchise | Section 18.2/Not Applicable | Subject to applicable state law, neither you, your principal owners, nor any immediate family members of you or your principal owners may participate in a competitive business, have no owning interest in, loan money to, or perform services for a competitive business anywhere. You may not interfere with us, our affiliates, or any other Beverly Ann's Cookies Franchise. |
| (r) Non-competition covenants after the Franchise is terminated or expires | Section 18.3/Not Applicable | Owners cannot have an interest in, own, manage, operate, finance, control, or participate in any competitive business within a 20-mile radius from any Beverly Ann's Business, whether owned by us or a franchisee, that is operating or under development, for two years. Owners may not solicit any customer of Beverly Ann's Cookies or any Beverly Ann's Cookies Franchise for two years, subject to applicable state law. |
| (s) Modification of the agreement | Sections 9.1 and 29.9 | No modifications of the Franchise Agreement during the term unless agreed to in writing, but the Brand Manual is subject to change at any time in our discretion. Modifications of the |
[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]
| Provision | Section in Franchise Agreement/Additional Franchise Reservation Agreement | Summary |
|---|---|---|
| (i) Franchisee's obligations on termination/non-renewal | Sections 18.3 and 25/Not Applicable | Obligations include ceasing operating the Beverly Ann's Business; ceasing use of all confidential information, trade secrets and trademarks; delivering property containing the trademarks; cancelling assumed similar name registrations; payment of outstanding amounts and damages; return of Brand Manual; assignment of phone numbers to us; and compliance with all other covenants. |
| (j) Assignment of contract by franchisor | Section 15/Section 7 | No restriction on our right to assign. |
| (k) "Transfer" by Franchisee - definition | Section 16.1/Not Applicable | Includes any voluntary, involuntary, direct, or indirect assignment, sale, gift, exchange, grant of a security interest, or change of ownership in you (if you are an entity), the GRM/GRT, Franchise Agreement, the Beverly Ann's Cookies Franchise or any interest in the Beverly Ann's Cookies Franchise. |
| (l) Franchisor's approval of transfer by Franchisee | Sections 16.1/Not Applicable | We have the right to approve all transfers, including the transfer of Additional Equipment. |
| (m) Conditions for franchisor's approval of transfer | Section 16.3/Not Applicable | Our requirements for approving the transfer of this Franchise Agreement include, but are not limited to: full compliance with the Franchise Agreement; all amounts paid in full; completion of training; transfer fee paid; agreement of transferee to all terms of Franchise Agreement; the execution of other possible documents including a general release; the transferee meets certain suitability requirements and passes our training program; the transferee and its owners or affiliates and family members are not involved in a competitive business; the transferee agrees to remodel the GRM/GRT and any Additional Equipment; the transferee has been provided the financial information of the business; Seller must provide two years of KonaOS data to buyer. If they do not use KonaOS, they must provide two years financial information and two years of tax returns. You must provide proof that transferee consulted with one of the following: attorney, banker, financial advisor or business broker and we will be reimbursed for the fees of our broker or other placement |
[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]
| Provision | Section in Franchise Agreement/Additional Franchise Reservation Agreement | Summary | |||
|---|---|---|---|---|---|
| Franchise Agreement are permitted on renewal. | |||||
| (t) Integration/merger clause | Section 29.9 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to state, FTC, or federal law). Any representations or promises outside of this Franchise Disclosure Document and Franchise Agreement may not be enforceable. | |||
| (u) Dispute resolution by arbitration or mediation | Section 27/Not Applicable | Except for certain claims, all disputes must be mediated and arbitrated in the principal city closest to our principal place of business (currently Florence, Kentucky), subject to applicable state law. | |||
| (v) Choice of forum | Section 27.4/Section 9 | All disputes must be mediated, arbitrated, and if applicable, litigated in the principal city closest to our principal place of business (currently Florence, Kentucky), subject to applicable state law. | |||
| (w) Choice of law | Section 29.1/Section 9 | Kentucky law, except for The Kentucky Business Opportunity Investment Act applies, subject to applicable state law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 49–54)
What This Means (2025 FDD)
According to the 2025 FDD, to understand the provisions related to renewal, termination, transfer, and dispute resolution in the Beverly Anns Cookie franchise relationship, you should review the Franchise Agreement and any Additional Franchise Reservation Agreement. These documents contain critical information about various aspects of the franchise, including the franchisor's right of first refusal to acquire the franchisee's business (Section 16.2), the franchisor's right to purchase the franchisee's business (Section 26), and conditions related to the death or disability of the franchisee (Section 16.5). Also, these agreements outline non-competition covenants during (Section 18.2) and after the franchise term (Section 18.3), as well as the conditions under which the agreement can be modified (Sections 9.1 and 29.9).
Furthermore, the Franchise Agreement and Additional Franchise Reservation Agreement detail the franchisee's obligations upon termination or non-renewal (Sections 18.3 and 25), the franchisor's right to assign the contract (Section 15/Section 7), and the definition of what constitutes a "transfer" by the franchisee (Section 16.1). The documents also specify the franchisor's approval process for transfers (Sections 16.1) and the conditions for such approval (Section 16.3).
Finally, the Franchise Agreement includes clauses on integration/merger (Section 29.9), indicating that only the terms within the Franchise Agreement and related written agreements are binding. It also covers dispute resolution through mediation and arbitration (Section 27), specifying that disputes must be resolved in the principal city closest to Beverly Anns Cookie's principal place of business, which is Florence, Kentucky. The agreement also stipulates the choice of forum (Section 27.4/Section 9) and choice of law (Section 29.1/Section 9), with Kentucky law governing except for The Kentucky Business Opportunity Investment Act, subject to applicable state law.