What is the relationship between the Wholesale Program Addendum and the Big Apple Bagels Franchise Agreement?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
| | J. | Limitation of Claims | | | | | | K. | Binding Effect | 17 | | | | | L. | Construction | | | | | 14. | Inde | ependent Contractors/Indemnification | 17 | | | | 15. | Noti | ices and Payments | 18 | | | | | Ride | er A - Exclusive Area | 21 | | | | | Ride | er B - Development Periods | 22 | | | | | Rider C – Guaranty and Assumption of Obligations | | | | | | | Pider D. State Addenda | | | | |
EXHIBIT F
WHOLESALE PROGRAM ADDENDUM
| This is an Addendum to the BAB Systems, Inc. Franchise Agreement granted to |
|---|
| dated |
| , |
| 20 (the "Franchise Agreement") and is considered to be part of that agreement. All capitalized |
| or initially capitalized terms used in this Addendum but not defined herein shall have the same |
| meaning as ascribed to them in the Franchise Agreement. The Wholesale Program contemplated by |
| this Addendum will be subject to all of the provisions contained in the Franchise Agreement, as |
| modified by this Addendum, and shall apply only to the wholesale distribution of bagels |
| and muffins |
| produced in a BAGELS Production Store |
| ("BAGELS Production Store"). A BAGELS Production |
| Store |
| is distinguished from a BAGELS Satellite Store. Collectively, BAGELS Production Stores and |
| BAGELS Satellite Stores are referred to as "BAGELS Stores." The bagels and muffins shall be |
| unbranded, unless, at Franchisee's option, Franchisee elects to brand the |
| bagels |
| "Jacobs Bros." |
Source: Item 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, the Wholesale Program Addendum is an addition to the existing Franchise Agreement. The addendum is considered part of the Franchise Agreement, meaning that a franchisee's participation in the Wholesale Program is subject to all provisions outlined in the Franchise Agreement, as modified by the addendum. The Wholesale Program Addendum applies specifically to the wholesale distribution of bagels and muffins produced in a BAGELS Production Store.
Specifically, any breach of the Wholesale Program Addendum is considered a breach of the Franchise Agreement, which allows Big Apple Bagels to pursue the remedies detailed in the Franchise Agreement. The right to distribute Wholesale Products under the addendum is not automatically assignable with the BAGELS Production Store if the store is sold or assigned. Big Apple Bagels, at its discretion, can terminate a franchisee's participation in the Wholesale Program upon assignment. The right to distribute Wholesale Products cannot be separated from the rights in the Franchise Agreement; therefore, when the Franchise Agreement terminates or expires, the Wholesale Program Addendum also terminates or expires.
This means that the Wholesale Program is not a standalone agreement but is intrinsically linked to the Franchise Agreement. A franchisee must adhere to both agreements, and any violation of the addendum has the same consequences as violating the Franchise Agreement itself. The addendum provides additional terms and conditions specific to the wholesale distribution of Big Apple Bagels' products, supplementing the broader terms of the Franchise Agreement.