What does the Developer agree to regarding promises or covenants within the Big Apple Bagels agreement?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Developer agrees during the term of this Agreement and any extensions thereof that he will at all times faithfully, honestly, and diligently perform his obligations hereunder and that he will continuously exert his best efforts to promote and enhance the development of BAGELS Stores within the Exclusive Area. Without limiting the foregoing obligation, Developer agrees to have signed leases within the Exclusive Area for the cumulative number of BAGELS Production Stores or BAGELS Satellite Stores at the end of each Development Period set forth in Section 4 of Rider B hereof ("Minimum Development Quota") and to have each
Developer acknowledges that Franchisor has granted the development rights to Developer herein set forth in part in consideration of, and in reliance upon, Developer's agreement to deal exclusively with Franchisor.
Therefore, during the term of this Agreement, neither Developer, any shareholder, partner, or member (in the event Developer is a corporation, partnership, or limited liability company), nor any member of his or their immediate families shall have any interest as an owner, investor, partner, director, officer, employee, consultant representative, agent, lender, lessor or in any other capacity, in any business engaged in the bagel or coffee industry except for BAGELS Stores or My Favorite Muffin Stores operated under Franchise Agreements granted by Franchisor and the ownership of securities listed on a stock exchange or traded on the over-the-counter market that represent three percent (3%) or less of that class of securities.
- D. Innovations. All ideas, concepts, techniques, and marketing, advertising or other materials relating to a bagel, muffin, and/or coffee store, whether or not protectable intellectual property and whether created by or for Developer or Developer's owners or employees, must be promptly disclosed to Franchisor and will be deemed to be Franchisor's sole and exclusive property, part of Franchisor's System, and works made-for-hire for Franchisor.
To the extent that any item does not qualify as a "work made-for-hire" for Franchisor, by this paragraph Developer assign ownership of that item, and all related rights to that item, to Franchisor and agree to take whatever action (including signing assignment or other documents) Franchisor requests to evidence Franchisor's ownership or to help Franchisor.
Developer agrees that Franchisor shall have the perpetual right to use and authorize other BAGELS Stores to use such ideas, concepts, methods and techniques without further consideration to Developer.
Developer shall fully and promptly disclose to Franchisor all ideas, concepts, methods and techniques relating to the development and/or operation of a bagel store conceived or developed by Developer and/or his employees during the term of this Agreement.
Developer agrees that Franchisor shall have the perpetual right to use and authorize other BAGELS Stores to use such ideas, concepts, methods and
Source: Item 23 — RECEIPTS (FDD pages 87–319)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, the Developer makes several agreements regarding their obligations and relationship with the Franchisor. The Developer agrees to exert their best efforts to promote and enhance the development of Big Apple Bagels stores within their exclusive area. This includes meeting the minimum development quota by securing signed leases for the required number of Bagels Production Stores or Bagels Satellite Stores within each development period. The Developer also acknowledges that the franchisor has granted development rights in consideration of the developer's agreement to deal exclusively with the franchisor.
During the term of the agreement, the Developer, including their shareholders, partners, members, and immediate family, cannot have any interest in any business engaged in the bagel or coffee industry, except for Big Apple Bagels or My Favorite Muffin Stores operated under franchise agreements granted by the Franchisor. They are permitted to own securities listed on a stock exchange or traded over-the-counter, provided that such securities represent three percent or less of that class of securities.
The Developer also agrees to disclose promptly to Big Apple Bagels all ideas, concepts, techniques, and marketing, advertising, or other materials related to a bagel, muffin, and/or coffee store, whether or not it is protectable intellectual property. These innovations will be deemed the Franchisor's sole and exclusive property and considered works made-for-hire for the Franchisor. The Franchisor has the perpetual right to use and authorize other Big Apple Bagels stores to use such ideas without further consideration to the Developer. This clause ensures that any improvements or innovations developed by the franchisee become part of the Big Apple Bagels system and can be used by the entire franchise network.