Besides the franchise agreement itself, what other documents might contain representations made by Brueggers Bagels that are not disclaimed by the agreement?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
ecution by Franchisor.
THE SUCCESS OF FRANCHISEE IN OPERATING A FRANCHISE IS SPECULATIVE AND SHALL DEPEND ON MANY FACTORS INCLUDING, TO A LARGE EXTENT, FRANCHISEE'S INDEPENDENT BUSINESS ABILITY. THIS OFFERING IS NOT A SECURITY AS THAT TERM IS DEFINED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE OBLIGATION TO TRAIN, MANAGE, PAY, RECRUIT AND SUPERVISE EMPLOYEES OF THE BAKERY RESTS SOLELY WITH FRANCHISEE.
| BRUEGGER'S FRANCHISE CORPORATION | FRANCHISEE: If a corporation partnership, or limited liability company, print name of business entity on the line below: |
|---|---|
| By: | |
| Title: | |
| By: | |
| Print Name: | |
| Title: | |
| If Franchisee is one or more individuals: | |
| (Print Name) | |
| (Print Name) |
EXHIBIT A TO THE FRANCHISE AGREEMENT PREMISES, MANAGEMENT AND OWNERSHIP
PREMISES: Operating Partner: Franchisee is a (Corporation/limited liability company/partnership) FRANCHISEE: You were organized/formed on , 20 under the laws of the State of Your Federal Identification Number is If Franchisee is a corporation, partnership, or limited liability company, the following persons constitute all owners of a legal and/or beneficial interest: Name Type of Interest Percentage Ownership % % % % The following persons constitute all of your officers, directors and the management personnel that is or will receive training of the System: Name Position THIS INFORMATION IS ACCURATE AS OF THE DAY OF , 20
EXHIBIT B TO THE FRANCHISE AGREEMENT
GUARANTEE, INDEMNIFICATION, AND ACKNOWLEDGMENT
In order to induce Bruegger's Franchise Corporation ("Franchisor") to sign the Bruegger's Bagels Franchise Agreement between Franchisor and ("Franchisee"), dated , 202 (the "Agreement"), each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed.
Upon demand by Franchisor, each of the undersigned persons jointly and severally agree to immediately make each payment required of Franchisee under the Agreement and/or any other contract with Franchisor and/or its affiliates. Each of the undersigned persons waives any right to require Franchisor to: (a) proceed against Franchisee for any payment required under the Agreement (and/or any other contract with Franchisor and/or its affiliates); (b) proceed against or exhaust any security from Franchisee; (c) pursue or exhaust any remedy, including any legal or equitable relief, against Franchisee; and/or (d) give notice of demand for payment by Franchisee. Without affecting the obligations of the undersigned persons under this Guarantee, Franchisor may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of Franchisee, or settle, adjust, or compromise any claims against Franchisee. Each of the undersigned persons undersigned waive notice of amendment of the Agreement (and any other contract with Franchisor and Franchisor's affiliates) and notice of demand for payment by Franchisee, and agree to be bound by any and all such amendments and changes to the Agreement (and any other contract with Franchisor and Franchisor's affiliates).
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, several documents beyond the franchise agreement itself could contain representations not disclaimed by the agreement. Exhibit A to the Franchise Agreement concerns premises, management, and ownership details. It requires the franchisee to provide information such as the date of organization, the state under whose laws it was formed, and the Federal Identification Number. If the franchisee is a corporation, partnership, or limited liability company, the exhibit requires a list of all owners with legal or beneficial interest, including their names, the type of interest, and percentage ownership. It also requires a list of officers, directors, and management personnel who will receive System training, with a declaration that the information is accurate as of a specific date.
Exhibit B to the Franchise Agreement is a guarantee, indemnification, and acknowledgment. This document stipulates that the undersigned parties unconditionally guarantee all of the franchisee's obligations (monetary and otherwise) under the Agreement, as well as any other contract between the franchisee and franchisor (and/or franchisor's affiliates). This guarantee ensures that all payments and performances will be punctually fulfilled.
License Agreements between Brueggers Bagels and the franchisee may also contain representations. These agreements outline the rights and responsibilities of both parties, including the franchisee's right to operate a Brueggers Bagels location at a specific site. The License Agreement also references the lease agreement between the franchisee and the lessor, further solidifying the obligations and representations made by both parties. Prospective franchisees should carefully review all exhibits and related documents to fully understand their obligations and the franchisor's representations.