Does Brueggers Bagels grant franchisees an exclusive territory under the License Agreement?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
You may not relocate the Licensed Bakery without our prior written approval to relocate, which we may withhold in our sole discretion.
You do not receive an exclusive territory under the License Agreement. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.
Development Agreement. If you sign a Development Agreement, it will define a specific geographic area within which you will have the right to develop Bakeries (the "Development Area"). We will negotiate the boundaries of the Development Area with you. We focus on various factors, including natural and political boundaries, population density, advertising markets, the proximity of other Bakeries and/or development areas, and other relevant geographic and demographic factors in negotiating the Development Area. The Development Agreement will include, as an exhibit, a description of the negotiated Development Area. You may not modify the Development Area without our prior written approval, which we may withhold in our sole discretion. You and we will also agree on the number of Bakeries that you will develop in your Development Area and the pace at which you must build them.
You do not receive an exclusive territory under the Development Agreement. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. However, while the Development Agreement is in effect, we will not establish within the Development Area, or franchise others to establish within the Development Area, the same type of Bakeries that you have the right to develop within the
Development Area. The restriction on Bakeries of the same type does not apply to Bruegger's outlets at Co-Branded Locations, Licensed Bakeries at non-traditional facilities, sales of Bruegger's products through other channels of distribution, or sales of Bruegger's-branded products or similar products and services through other brands that we or our affiliates control or may acquire in the Development Area, as described below in this Item.
Your right to develop Bakeries in the Development Area is contingent on satisfaction of the development schedule attached to your Development Agreement (the "Development Schedule"). The Development Schedule sets out the number of Bakeries that you must develop and the dates by which they must be open. If you fail to meet the Development Schedule, we can terminate your right to develop new Bakeries in the Development Area.
If the Development Agreement is terminated or expires, we can own, operate, franchise, and license others to operate Bakeries in the Development Area.
You will not have any options, rights of first refusal, or similar rights to acquire additional franchises, development rights, or other rights under the Development Agreement. Other than your obligation to meet the Development Schedule, continuation of your rights regarding the Development Area are not contingent upon your having met any particular sales volume, market penetration, or any other contingency, and we don't have any right to alter the Development Area provided under your Development Agreement.
Co-Branded Locations, Non-traditional Outlets, Alternative Channels of Distribution, and Competitive Brands. We and our affiliates reserve all rights not expressly granted to you regarding your Development Area and/or Protected Area. Specifically:
- We and our affiliates can operate and franchise others to operate Bruegger's outlets at Co-Branded Locations, as well as Licensed Bakeries at Non-Traditional Facilities, as defined in Item 1.
- We and our affiliates can establish restaurants or other food service units selling the same or similar products or services but using different trademarks and service marks. As noted in Item 1, we have affiliates that operate and franchise businesses under other trademarks that sell products similar to the products that you will offer, such as baked goods, coffee, soups and salads. Outlets of our affiliates' brands could exist or be established in your Development Area or Protected Area, and your Bakeries may have to compete with them. We do not have a policy to resolve conflicts between the different brands regarding territory, customers, and franchisor support.
- We and our affiliates can offer and sell Bruegger's-branded products or similar products through any other distribution channel, such as the Internet, catalog sales, telemarketing, mobile networks, other direct marketing, outlets of affiliated brands, wholesale distributors, supermarkets, and other retail outlets, using the Proprietary Marks or any other marks.
We can also authorize any of our franchisees or licensees to do these things. We have no obligation to compensate you in connection with any such activities.
ENC operates restaurants under the "Noah's New York Bagels" marks, and EBBFC owns and operates, as well as franchises, restaurants under the "Einstein Bros." marks, which offer bagels, sandwiches and other products similar to those offered in Bakeries. EBBFC and ENC
operate from our corporate offices and do not maintain separate offices or training facilities. Despite anything else in the Franchise Agreement and the Development Agreement, you will have no rights regarding any other business that we (or our affiliates) operate, including for example, operations under the Noah's New York Bagels, Manhattan Bagel and Einstein Bros. brands, or any brands that JAB's affiliates operate, such as "Caribou Coffee", "Peet's Coffee", "Café do Ponto", "Casa Pilao", "Baresso", "Krispy Kreme", "Panera Bread", and "Pret A Manger" (the "Other Brands").
We (and our affiliates) will have the right to operate and license others to operate businesses under the Other Brands at any location whatsoever, even though those businesses (such as restaurants) may be near the Approved Location of your Bakery or may operate within the Protected Area under your Franchise Agreement (or the Development Area under your Development Agreement), and even though those restaurants may appear to (or actually) have an impact on sales at your Bakery. Other than our obligations to you under the Franchise Agreement, we are not obligated to resolve conflicts among us and any operators (or between operators) of Other Brands regarding territory, customers, and franchisor support.
ITEM 13 TRADEMARKS
The principal marks that you will use are "Bruegger's" and "Bruegger's Bagels." We may also authorize or require you to use other current or future trademarks to operate your Bakeries. By trademark, we mean trade names, trademarks, service marks and logos we use to identify Bakeries and the products sold in them.
Our affiliate, BEI (Bruegger's Enterprises, Inc.) is the owner of the trademarks, service marks, and logos used in the System (the "Proprietary Marks"). BEI has granted us a license to use the Proprietary Marks and the Works (as defined in Item 14) and to license others to use them.
Source: Item 12 — TERRITORY (FDD pages 42–45)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, franchisees do not receive an exclusive territory under the License Agreement. Franchisees may face competition from other franchisees, outlets owned by Brueggers Bagels, other distribution channels, or competitive brands controlled by the company. However, while the Franchise Agreement is in effect, Brueggers Bagels will not establish, or franchise others to establish, bakeries of the same type within a defined "Protected Area." This restriction does not apply to co-branded locations, licensed bakeries in non-traditional facilities, sales through other distribution channels, or sales of Brueggers Bagels-branded products through other brands controlled by Brueggers Bagels or its affiliates within the Protected Area.
The Protected Area is typically defined as a radius of one-and-a-half miles from the front door of the premises, although it may be smaller in urban areas. The Protected Area is not dependent on achieving a minimum sales volume or other contingency. Franchisees do not receive any options, rights of first refusal, or similar rights to acquire additional franchises under the Franchise Agreement. The franchisee's rights are limited to selling food and beverage items at retail to the public for carryout and/or consumption on the premises. Sales through other channels of distribution, such as the Internet, are not allowed without express authorization.
Brueggers Bagels and its affiliates reserve all rights not expressly granted to franchisees regarding their Development Area and/or Protected Area. They can operate and franchise Bruegger's outlets at co-branded locations and licensed bakeries at non-traditional facilities. They can also establish restaurants or other food service units selling the same or similar products or services under different trademarks and service marks. Brueggers Bagels has affiliates that operate and franchise businesses under other trademarks that sell similar products, such as baked goods, coffee, soups, and salads. These outlets could exist or be established in the franchisee's Development Area or Protected Area, creating competition. Brueggers Bagels does not have a policy to resolve conflicts between the different brands regarding territory, customers, and franchisor support.
ENC operates restaurants under the "Noah's New York Bagels" marks, and EBBFC owns and operates, as well as franchises, restaurants under the "Einstein Bros." marks, which offer bagels, sandwiches, and other products similar to those offered in Bakeries. Despite anything else in the Franchise Agreement and the Development Agreement, franchisees will have no rights regarding any other business that Brueggers Bagels (or its affiliates) operate, including operations under the Noah's New York Bagels, Manhattan Bagel and Einstein Bros. brands, or any brands that JAB's affiliates operate, such as "Caribou Coffee", "Peet's Coffee", "Café do Ponto", "Casa Pilao", "Baresso", "Krispy Kreme", "Panera Bread", and "Pret A Manger". Brueggers Bagels (and its affiliates) will have the right to operate and license others to operate businesses under the Other Brands at any location whatsoever, even though those businesses may be near the Approved Location of the franchisee's Bakery or may operate within the Protected Area under the Franchise Agreement (or the Development Area under the Development Agreement), and even though those restaurants may appear to (or actually) have an impact on sales at the franchisee's Bakery. Other than Brueggers Bagels's obligations to the franchisee under the Franchise Agreement, they are not obligated to resolve conflicts among them and any operators (or between operators) of Other Brands regarding territory, customers, and franchisor support.