If a Brueggers Bagels franchisee's company is dissolved, what are the consequences regarding the franchise agreement?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
10. OBLIGATIONS UPON TERMINATION OR EXPIRATION
- 10.1. De-Identification and Cessation of Activities.
Upon termination or expiration of this Agreement, you will have no right to establish or operate any Bakery for which a Franchise Agreement has not been executed by us prior to termination; and we will be entitled to establish, and to franchise others to establish, Bakeries at any location in the Development Area except as may be otherwise provided under the terms of any Franchise Agreement which remains in effect between us and you.
Further, upon termination or expiration of this Agreement, except as may be otherwise provided under the terms of any Franchise Agreement which remains in effect between us and you, you must:
10.1.1. Cease any action to select, negotiate, develop or construct a site for a Bakery
10.1.2. Cease to use the confidential methods, procedures, and techniques associated with the System, the "Bruegger's" and "Bruegger's Bagels" names and marks, all other Proprietary Marks, the Works, and all other distinctive forms, slogans, signs, symbols, Web sites, domain names, email addresses, other electronic identifiers, and devices associated with the System; withdraw all advertising matter (including electronic marketing); and except as provided in Section 10.2 below not thereafter, directly or indirectly, represent yourself to the public or hold yourself out as a present or former franchisee of ours;
10.1.3. Deliver to us the Manuals and all other records, correspondence, and instructions in your possession or control, in any medium, that contain confidential information, trade secrets, or know-how relating to the System or the operation of a Bakery, all of which you acknowledge to be our property;
10.1.4. Take such action as may be necessary to cancel any assumed name registration or equivalent registration, and any e-mail address or domain name registration, obtained by you which contains "Bruegger's" or any other Proprietary Marks, and furnish evidence satisfactory to us of compliance with this obligation within five (5) days after termination or expiration of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
The 2025 Brueggers Bagels Franchise Disclosure Document (FDD) does not explicitly detail the consequences of a franchisee's company dissolving in relation to the franchise agreement. However, the FDD does address obligations upon termination or expiration of the agreement. Upon termination or expiration of the agreement, the franchisee has no right to establish or operate any bakery for which a Franchise Agreement has not been executed prior to termination. Brueggers Bagels is entitled to establish, and to franchise others to establish, bakeries at any location in the Development Area except as may be otherwise provided under the terms of any Franchise Agreement which remains in effect between Brueggers Bagels and the franchisee.
Upon termination or expiration of the agreement, the franchisee must cease any action to select, negotiate, develop or construct a site for a Bakery and cease to use the confidential methods, procedures, and techniques associated with the System, the "Bruegger's" and "Bruegger's Bagels" names and marks, all other Proprietary Marks, the Works, and all other distinctive forms, slogans, signs, symbols, Web sites, domain names, email addresses, other electronic identifiers, and devices associated with the System. The franchisee must also withdraw all advertising matter (including electronic marketing); and except as provided in Section 10.2 below not thereafter, directly or indirectly, represent yourself to the public or hold yourself out as a present or former franchisee of ours. The franchisee must deliver to Brueggers Bagels the Manuals and all other records, correspondence, and instructions in your possession or control, in any medium, that contain confidential information, trade secrets, or know-how relating to the System or the operation of a Bakery, all of which you acknowledge to be our property.
Furthermore, the franchisee must take such action as may be necessary to cancel any assumed name registration or equivalent registration, and any e-mail address or domain name registration, obtained by you which contains "Bruegger's" or any other Proprietary Marks, and furnish evidence satisfactory to Brueggers Bagels of compliance with this obligation within five (5) days after termination or expiration of this Agreement. Because the FDD does not specifically discuss company dissolution, prospective franchisees should seek clarification from Brueggers Bagels regarding the specific implications of dissolving their business entity during the franchise term. Understanding these implications is crucial for making informed decisions and planning for various business scenarios.