What written policies must a Brueggers Bagels franchisee maintain and implement?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Area.
11.3. Enforcement.
- 11.3.1. We have the right, in our sole discretion, to reduce the scope of any restriction in Sections 11.1 and 11.2 by giving you written notice.
- 11.3.2. You agree that the existence of any claims you may have against us, whether or not arising from this Agreement, will not constitute a defense to our enforcement of this Section 11.
- 11.3.3. You acknowledge that your violation of the terms of this Section 11 would result in irreparable injury to us for which no adequate remedy at law may be available, and you accordingly consent to the issuance of an injunction prohibiting any conduct by you in violation of the terms of this Section 11. Injunctive relief will be in addition to any other remedies we may have.
- 11.3.4. If you or any other person bound by this Section 11 fails or refuses to abide by any of the foregoing restrictions on competition, and we obtain enforcement in a judicial or arbitration proceeding, the obligations under the breached restriction will continue in effect for a period ending one (1) year after the date the person begins to comply with the order enforcing the restriction.
12. BUSINESS ENTITY REQUIREMENTS
- 12.1. Governing Documents. At our request, you must promptly furnish to us copies of your articles of incorporation, bylaws, partnership agreement, certificate of formation, limited liability company operating agreement, or other governing documents, as applicable. You must give us at least thirty (30) written days prior written notice of any proposed amendments to your governing documents.
- 12.2. Stop-Transfer Instructions. You must maintain stop-transfer instructions against the transfer on your records of any ownership interests in you. If such ownership interests are certificated, each certificate must conspicuously display on its face a printed legend in substantially the following form, adjusted as necessary if you are other than a corporation:
The transfer of any ownership represented by this certificate is subject to the terms and conditions of an Agreement with BRUEGGER'S FRANCHISE CORPORATION Reference is made to the provisions of the Agreement and to the governing documents of the Company.
- 12.3. Ownership Information. You represent and warrant that the ownership information on Exhibit A to this Agreement is correct and complete as of the Agreement Date. You must maintain a current list of all stockholders, general partners, limited partners, members, or other direct or indirect beneficial owners (as applicable) and furnish the list to us upon request.
- 12.4. Personal Obligations of Owners, Officers, Directors, Management Personnel and Spouses. Each person who is or becomes an owner, director or officer of Developer must execute a Guaranty in the form we prescribe, undertaking to be bound jointly and severally by the terms of this Agreement including but not limited to those provisions in Section 11 above. The current form of Guaranty is attached to this Agreement as Exhibit D. Each person who is, or becomes, an owner or executive officer of Developer must also execute a Confidentiality and Non-competition Agreement in a form we prescribe, the current form of which is attached to this Agreement as Exhibit F. If you are a publicly-held entity, the requirements in this Section will not apply to ownership by you of less than five percent (5%) beneficial interest.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to the 2025 FDD, Brueggers Bagels franchisees must adhere to several written policies and maintain specific documentation. Franchisees are required to furnish copies of their governing documents, such as articles of incorporation, bylaws, partnership agreements, certificates of formation, or LLC operating agreements, upon request from Brueggers Bagels. Additionally, franchisees must provide at least 30 days' written notice before making any amendments to these governing documents.
Brueggers Bagels requires franchisees to maintain stop-transfer instructions against the transfer of any ownership interests in their records. If ownership interests are certificated, each certificate must display a specific legend indicating that the transfer of ownership is subject to the terms and conditions of the agreement with Brueggers Franchise Corporation and the company's governing documents. This ensures that all parties are aware of the restrictions on ownership transfer.
Furthermore, franchisees must maintain a current list of all stockholders, general partners, limited partners, members, or other direct or indirect beneficial owners and furnish this list to Brueggers Bagels upon request. Each owner, director, or officer of the franchisee must execute a Guaranty, binding them jointly and severally to the terms of the agreement. They must also sign a Confidentiality and Non-competition Agreement. These requirements do not apply to publicly-held entities with less than 5% beneficial interest. If a Guarantor resides in a community property state, their spouse may also be required to execute a Guaranty and a Confidentiality and Non-competition Agreement. Confidentiality and Non-competition Agreements must also be obtained from any manager who receives training from Brueggers Bagels.
Any voting trust, management agreement, or other arrangement affecting the power to direct and control the franchisee's affairs requires prior written consent from Brueggers Bagels. The franchisee must furnish any requested information and documentation concerning any proposed control arrangement. These policies ensure that Brueggers Bagels maintains oversight and control over the operations and management of its franchises, protecting the brand and the integrity of the system.