What personal agreements must Owners agree to under the Brueggers Bagels franchise agreement?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
of any conflict of law, Colorado law will prevail (without applying Colorado conflict of law rules).
IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee as of the date of the Agreement.
(in his/her personal capacity) (in his/her personal capacity) (in his/her personal capacity) Printed Printed Printed Home Address: Home Address: Home Address:
EXHIBIT C TO THE FRANCHISE AGREEMENT
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
| In conjunction with your investment in | ("Franchisee") a | ||
|---|---|---|---|
| , the undersigned individual or business | |||
| entity ("you") acknowledges and agrees as follows: |
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- Franchisee owns and operates, or is developing, a Bruegger's restaurant pursuant to a Franchise Agreement (the "Franchise Agreement") with Bruegger's Franchise Corporation ("BFC"). The Franchise Agreement requires persons with legal or beneficial ownership interests in Franchisee to be personally bound by Franchisee's obligations under the Franchise Agreement, including restrictions on competition, confidentiality obligations, restrictions on ownership changes, and dispute resolution provisions.
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- All capitalized terms used in this document have the same meaning as in the Franchise Agreement.
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- You own or intend to own a legal or beneficial ownership interest in Franchisee. You acknowledge and agree that: (a) your execution of this Agreement is a condition of acquiring and holding your ownership interest in the Franchisee, and (b) you have received good and valuable consideration for executing this Agreement. BFC may enforce this Agreement directly against you.
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- If a business entity signs this Agreement, all persons who have a legal or beneficial ownership interest in that business entity must also execute this Agreement and if your owners reside in a community property state we may require their spouse to execute this Confidentiality and Non-Competition Agreement.
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- You may gain access to confidential information and trade secrets of BFC and its affiliates as a result of investing in Franchisee.
Source: Item 15 — OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS (FDD page 48)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, individuals with ownership interests in a Brueggers Bagels franchise must agree to certain personal obligations. Specifically, the Franchise Agreement mandates that individuals holding legal or beneficial ownership interests in the Franchisee are personally bound by the Franchisee's obligations. These obligations encompass restrictions on competition, maintaining confidentiality, adhering to restrictions on ownership changes, and complying with dispute resolution provisions outlined in the Franchise Agreement.
Furthermore, if the Franchisee is a business entity, all individuals with legal or beneficial ownership interests in that entity must also execute the agreement. In community property states, the spouses of these owners may also be required to sign a Confidentiality and Non-Competition Agreement. This ensures that confidential information and trade secrets of Brueggers Bagels are protected, and that owners do not use this information in any other business or capacity that could be deemed unfair competition. Owners must exert their best efforts to maintain the confidentiality of the confidential information and not make unauthorized copies of any confidential information disclosed in written, electronic, or other form.
In addition to the above, each person who is or becomes an owner, director, or officer of the Franchisee must execute a Guaranty in a form prescribed by Brueggers Bagels, undertaking to be bound jointly and severally by the terms of the Franchise Agreement. They must also execute a Confidentiality and Non-competition Agreement in a form prescribed by Brueggers Bagels. These requirements do not apply to ownership of less than five percent beneficial interest in Brueggers Bagels if you are a publicly-held entity. These measures collectively aim to protect Brueggers Bagels' interests by ensuring that all individuals with significant influence or ownership are committed to upholding the franchise agreement and maintaining confidentiality.