Which state's laws govern the Brueggers Bagels Development Agreement, subject to state law?

According to Brueggers Bagels' 2025 Franchise Disclosure Document, the Development Agreement is governed by the laws of the state in which Brueggers Bagels has its principal place of business, subject to state law. As of the date of the 2025 Franchise Disclosure Document, Brueggers Bagels' principal place of business is in Denver, Colorado. Therefore, Colorado law governs the Development Agreement, but this is subject to applicable state laws which may supersede this.

This means that any legal disputes arising from the Development Agreement will be interpreted and resolved according to Colorado law, unless state law dictates otherwise. This is a standard clause in franchise agreements, as it provides clarity and predictability regarding the legal framework governing the relationship between the franchisor and the developer.

However, the clause "subject to state law" is important. It means that if any provision of the Development Agreement conflicts with the laws of the state where the developer is operating, the state law will take precedence. This ensures that franchisees are protected by the laws of their own state, even if the franchise agreement specifies a different jurisdiction's laws. Prospective developers should consult with legal counsel to understand how this choice of law provision may affect their rights and obligations under the Development Agreement, particularly in light of the laws of the state in which they plan to develop Brueggers Bagels locations.