Why are the rights and duties in the Brueggers Bagels franchise agreement considered personal to the franchisee?
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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Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels Franchise Disclosure Document, the franchise agreement requires individuals with legal or beneficial ownership in the franchisee to be personally bound by the franchisee's obligations. This includes restrictions on competition, confidentiality obligations, restrictions on ownership changes, and dispute resolution provisions. This requirement ensures that those who benefit from the franchise are also accountable for upholding the terms of the agreement.
This personal obligation extends to the execution of a Confidentiality and Non-Competition Agreement as a condition of acquiring and holding an ownership interest in the Brueggers Bagels franchise. This agreement allows individuals to gain access to confidential information and trade secrets, and it mandates that they protect this information both during their involvement with the franchise and afterward. They must not use the confidential information in any other business or capacity and must return any such information upon ceasing to have an interest in the franchise.
Furthermore, Brueggers Bagels requires that if a business entity signs the agreement, all persons with a legal or beneficial ownership interest in that entity must also execute the agreement. In community property states, the spouses of the owners may also be required to sign the Confidentiality and Non-Competition Agreement. This comprehensive approach ensures that all parties with a stake in the franchise are committed to protecting the brand's interests and adhering to the franchise agreement's terms.