Under what condition will the addendum described in the Brueggers Bagels FDD have an effect on the Development Agreement?

According to the 2025 Brueggers Bagels FDD, the addendum to the Development Agreement will only have an effect if the Development Agreement and the relationship between the franchisee and Bruegger's Franchise Corporation (BFC) satisfy all jurisdictional requirements of the relevant state's franchise law, without considering the addendum itself. This condition applies specifically to addenda for Maryland, California, New York, Rhode Island, and Minnesota.

In practical terms, this means that the standard Development Agreement must already be legally applicable within that state before the specific modifications outlined in the addendum come into play. The addendum is designed to adjust the existing agreement to comply with state-specific franchise laws, but it does not independently establish jurisdiction.

For a prospective Brueggers Bagels franchisee, this implies that they should ensure the base Development Agreement is valid and enforceable in their state before relying on the protections or modifications provided by the addendum. If the underlying agreement does not meet the state's jurisdictional requirements, the addendum will not be effective. Brueggers Bagels states that, except as expressly modified by the Addendum, the Development Agreement remains unmodified and in full force and effect.

This condition ensures that Brueggers Bagels and its franchisees operate within the legal framework of each state, while also clarifying that the addendum's purpose is to supplement, not replace, the core Development Agreement. Franchisees should seek legal counsel to confirm the Development Agreement's validity and understand how the addendum modifies their rights and obligations within their specific state's jurisdiction.