What are the specific limitations on the agency relationship established between a Bonchon franchisee and a Stripe Entity?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
14. RELATIONSHIP OF THE PARTIES
14.01 Independent Contractor; No Third-Party Beneficiaries
You are and will be our independent contractor under this Agreement. Nothing in this Agreement may be construed to create a partnership, joint venture, agency, employment or fiduciary
relationship of any kind. Neither you nor any of your employees whose compensation you pay may in any way, directly or indirectly, expressly or by implication, be construed to be our employee for any purpose. You will be solely responsible for your employees and all employment related decisions, including, without limitation, decisions concerning wages and benefits, hiring and discharging, training and supervision and work schedules of employees. You are not empowered to, and may not, make any express or implied agreements, warranties, guarantees or representations or incur any debt or other obligations in our name or for our account (or for those of any of our affiliates). Except as expressly provided in this Agreement, we will have no control or access to your funds or their expenditure or in any other way exercise control over your Area Development Business. You must communicate to all your employees that you, not us, are their employer; and you must ensure that no payroll checks or other employment-related documents (such as job applications and W-2s) contain or reference the Proprietary Marks or our name. Each of the parties will file its own tax, regulatory, and payroll reports with respect to its respective employees and operations, saving and indemnifying the other party hereto of and from any liability of any nature whatsoever by virtue thereof.
You agree to conspicuously identify yourself, your Area Development Business, your Bonchon Businesses, your Restaurants, and any other facilities of your Bonchon Businesses in all dealings with third parties as an independent Bonchon business and to place notice of independent ownership on all forms, business cards, stationery, advertising, signs and other materials in the manner that we specify and require from time to time, in our Manuals or otherwise.
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.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the franchisee operates as an independent contractor, and the franchise agreement explicitly states that it does not establish a partnership, joint venture, agency, employment, or fiduciary relationship between Bonchon and the franchisee. This means the franchisee is not empowered to make agreements, warranties, guarantees, or representations, nor can they incur debts or obligations in Bonchon's name or on its behalf, except as expressly provided in the franchise agreement. Bonchon maintains no control over the franchisee's funds or their expenditure, further reinforcing the independent nature of the relationship.
Bonchon franchisees are required to inform their employees that they, the franchisee, are the employer, not Bonchon. Franchisees must ensure that payroll checks and other employment-related documents do not reference Bonchon's proprietary marks or name. Each party is responsible for filing their own tax, regulatory, and payroll reports, indemnifying the other party from any related liabilities. This underscores the separation of Bonchon from the franchisee's business operations and employment practices.
Franchisees must identify themselves as independent Bonchon businesses in all dealings with third parties. This includes placing a notice of independent ownership on all forms, business cards, stationery, advertising, signs, and other materials, as specified in Bonchon's manuals or otherwise. This requirement ensures that customers and other parties understand that they are dealing with an independent business owner and not directly with Bonchon itself. All obligations Bonchon has under the agreement are solely to the franchisee, and no other party can enforce or obtain relief for any breach of these obligations, either directly or through subrogation.