Under what circumstances will obligations survive the expiration, termination, or assignment of the Brueggers Bagels franchise agreement?

According to the 2025 Brueggers Bagels Franchise Disclosure Document, several obligations survive the termination or expiration of the franchise agreement. Specifically, if the franchisee or its guarantors have obligations or liabilities that arose before the termination date, those obligations remain in effect until they are satisfied or discharged. This means that any financial debts, breaches of contract, or other liabilities incurred during the franchise term must still be resolved even after the agreement ends. Additionally, any covenants that are explicitly stated to continue after the expiration or termination of the agreement will remain in force according to their specific terms.

For instance, the obligation to protect Brueggers Bagels' trademarks and confidential information extends beyond the termination of the agreement. Franchisees must cease using the Brueggers and Brueggers Bagels names and marks, confidential methods, procedures, and techniques associated with the system. They must also return all manuals and records containing confidential information. Furthermore, franchisees are prohibited from representing themselves as current or former franchisees, ensuring that the brand's reputation is protected even after the franchise relationship ends.

Moreover, for a period of one year after the expiration or termination of the Franchise Agreement or the approved transfer of the Bakery to a new owner, the franchisee is restricted from engaging in any Competing Business within ten miles of the Premises or within five miles of any other Brueggers Bagels restaurant. This non-compete clause ensures that former franchisees do not directly compete with existing Brueggers Bagels locations, safeguarding the brand's market position. If a franchisee breaches this restriction and Brueggers Bagels pursues legal enforcement, the non-compete obligation will be extended for one year from the date the franchisee begins complying with the enforcement order.

In the event of the death of a guarantor, the guarantor's estate remains bound by the guaranty, but only for obligations existing at the time of death. The obligations of any surviving guarantors continue in full force and effect. These provisions ensure that Brueggers Bagels' interests are protected even in unforeseen circumstances, providing a level of security for the franchisor. Additionally, upon termination for default, the franchisee is responsible for all sums owing to Brueggers Bagels and its affiliates, including damages, costs, and expenses such as reasonable attorneys' fees, with no right to a refund of the Development Fee.