What specific provisions in the Brueggers Bagels License Agreement are the Guarantors personally bound by?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Each of the undersigned persons agree to be individually bound by all of Franchisee's covenants, obligations, and promises in the Agreement, which include, but are not limited to, the covenants in the following Sections of the Agreement: Section 10 (generally regarding trademarks), Section 12 (generally regarding confidentiality), Section 16 (generally regarding Transfers), Section 18 (generally regarding obligations upon termination or expiration of this Agreement), and Section 19 (generally regarding covenants against competition) of the Agreement.
Each of the undersigned persons acknowledge and agree that: (a) this Guarantee does not grant them any rights under the Agreement (including but not limited to the right to use any of Franchisor's marks such as the "Bruegger's Bagels" marks) and/or the system licensed to Franchisee under the Agreement; (b) that they have read, in full, and understand, all of the provisions of the Agreement that are referred to above in this paragraph, and that they intend to fully comply with those provisions of the Agreement as if they were printed here; and (c) that they have had the opportunity to consult with a lawyer of their own choosing in deciding whether to
sign this Guarantee.
This Guarantee shall terminate upon the termination or expiration of all obligations of Franchisee under the Agreement and/or any other agreements between Franchisee and Franchisor, except that all obligations and liabilities of the undersigned which arose from events which occurred on or before the effective date of such termination shall remain in full force and effect until satisfied or discharged by the undersigned, and all covenants which by their terms continue in force after the expiration or termination of the Agreement shall remain in force according to their terms. Upon the death of an individual guarantor, the estate of such guarantor shall be bound by this Guarantee, but only for defaults and obligations under this Agreement existing at the time of death; and the obligations of the other guarantors will continue in full force and effect.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, individuals who sign the Guaranty agreement are personally bound by the franchisee's obligations within the License Agreement. These obligations include covenants outlined in specific sections of the agreement.
The sections that the Guarantors are bound by include Section 10, which generally pertains to trademarks, ensuring that the trademarks of Brueggers Bagels are protected. Section 12, which covers confidentiality, requires the Guarantors to maintain the secrecy of confidential information related to the Brueggers Bagels business. Section 16, which addresses transfers, likely restricts the ability to transfer ownership without the franchisor's approval. Section 18, which concerns obligations upon termination or expiration, specifies the responsibilities of the franchisee and Guarantors when the agreement ends. Lastly, Section 19, which includes covenants against competition, restricts the Guarantors from engaging in competitive businesses during and after the term of the agreement.
Furthermore, the document clarifies that the Guaranty does not grant the signers any rights under the License Agreement, such as the right to use Brueggers Bagels' trademarks. It also confirms that the Guarantors have read and understood the relevant provisions and have had the opportunity to seek legal counsel before signing the Guarantee. The obligations of the Guarantors extend to their estates in the event of death, but only for defaults and obligations existing at the time of death. These obligations remain in effect even after the termination or expiration of the License Agreement, particularly those that are designed to survive the agreement's end.