Does the Bonchon agreement establish a joint venture between Stripe and the franchisee?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Bonchon Franchise LLC ("Franchisor") and Yoobic Inc. ("Supplier") have negotiated that certain SaaS Services Agreement (the "Agreement") dated as of January 31, 2022 whereby Supplier has agreed to supply software applications and related services to Bonchon restaurants for the purpose of improving such retailers' customer visibility, in-store execution and efficiency. The undersigned franchisee of Franchisor ("Franchisee," "you", or "your") acknowledges and agrees that Franchisee has received a copy of and reviewed the Agreement and desires to undertake the obligations of an end user thereunder who may use the Yoobic platform for the sole purpose of setting up, maintaining, and/or accepting Yoobic's SaaS Services as defined therein. In consideration of the foregoing, Franchisee and Supplier agree as follows:
All of our obligations under this Agreement are to you alone and no other party is entitled to rely on, enforce or obtain relief for breach of any of our obligations hereunder, either directly or by subrogation.
You promise that you will not avail yourself of any rights or remedies at law or in equity that may arise from an assertion that: (i) you are our agent, legal representative, subsidiary, joint venturer, partner, employee, or servant; or (ii) we are a joint employer for your employees. If such a claim is brought against us, we may use your covenant in this Section 14.01 as an absolute defense against such claim. Further, if any such claim is brought against us or our affiliates and subsidiaries, and their respective current and former officers, directors, shareholders, partners, employees, predecessors, successors, attorneys, agents, representatives, and assigns, you will indemnify, defend, and hold harmless any such party from and against any such claim.
You agree that you will do business and be identified as an Area Developer, but not an agent of, Bonchon Franchise LLC.
Notwithstanding anything to the contrary set forth in these By-Laws, if a Bonchon Business is operated by two or more coventurers, such co-venturers collectively, and not individually, shall be entitled to exercise the voting rights which may arise by virtue thereof; and, for the purpose of determining voting rights hereunder, no individual co-venturer shall be deemed to so operate any such business.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the Bonchon franchise agreement does not establish a joint venture between Stripe and the franchisee. However, Bonchon has negotiated an agreement with Yoobic Inc. where Yoobic provides software applications and related services to Bonchon restaurants. The franchisee acknowledges and agrees they have received a copy of the agreement with Yoobic and desires to undertake the obligations of an end user who may use the Yoobic platform for the sole purpose of setting up, maintaining, and/or accepting Yoobic's SaaS Services as defined therein.
Bonchon's agreement states that all obligations are to the franchisee alone, and no other party can enforce or obtain relief for breach of obligations. The franchisee promises not to assert they are Bonchon's agent, legal representative, subsidiary, joint venturer, partner, employee, or servant, or that Bonchon is a joint employer for their employees. If such a claim arises, Bonchon can use this covenant as a defense.
Furthermore, the franchisee agrees to conduct business and be identified as an Area Developer, but not as an agent of Bonchon Franchise LLC. This reinforces the independent nature of the franchise relationship. The agreement also specifies that if a Bonchon Business is operated by two or more co-venturers, they collectively, and not individually, shall be entitled to exercise the voting rights; and, for the purpose of determining voting rights, no individual co-venturer shall be deemed to so operate any such business.