What does 'including' mean in the context of the Buff City Soap agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS.
Certain initially capitalized terms used frequently in this Agreement are defined in this Section 1. Other terms are defined elsewhere in this Agreement in the context in which they arise.
- (a) "ADA" means the Americans with Disabilities Act.
- (b) "Affiliate" means, with respect to a named Person, any Person that is controlled by, controlling or under common control with the named Person.
- (c) "Agreement" means this Buff City Soap Franchise Agreement between Franchisor and Franchisee.
- (d) "Applicable Law" means any federal, state, and local laws, ordinances, and codes, together with all rules, regulations, policies, and guidelines related thereto, applicable to the subject matter of this Agreement and either Party, including the development, construction and/or operation of the Makery pursuant to the terms hereof, including, without limitation, all laws and regulations related to cosmetics (e.g. U.S. Food & Drug Administration packaging and labeling requirements); environmental regulations (e.g. regulations applicable to the disposal of containers used in the storage of lye and similar component ingredients); labor; consumer privacy and data security; and those governing public accommodations for persons with disabilities.
- (e) "Brand" means Buff City Soap brand.
- (f) "Brand Fund" means the national, regional, or local marketing fund established for the promotion of the Brand.
- (g) "Brand Fund Contribution" means the continuing monthly contribution to the Brand Fund Franchisee must pay to Franchisor as set forth in Section 4 and in the amount set forth in the Summary Page.
- (h) Buff City Soap Property" means building, monument and interior signs; uniforms; rustic, reclaimed wood furniture and fixtures; any décor or other items bearing the Buff City Soap logos; and any other furniture, equipment, décor, signs, art or materials designated by Franchisor as Buff City Soap Property.
- (i) "Business Day" means any calendar day other than Saturdays, Sundays, and national holidays in the United States.
- (j) "Collateral Logo Merchandise" means, collectively, all merchandise that Franchisor authorizes Franchisee to offer for sale from the Makery displaying any of the Marks including, without limitation, apparel, bath accessories, mugs and cups, drinkware, laundry accessories, and other functional and promotional items bearing any Marks or incorporating any Intellectual Property.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, the term 'including' is used to provide examples and clarifications without limiting the scope of the defined term. For instance, the definition of 'Applicable Law' specifies that it includes federal, state, and local laws, ordinances, and codes, along with rules, regulations, policies, and guidelines related to the franchise. The examples provided cover areas such as cosmetics regulations, environmental regulations, labor laws, consumer privacy and data security, and accessibility for persons with disabilities. This means that franchisees must comply with all relevant laws, not just those specifically listed.
Similarly, the definition of 'Collateral Logo Merchandise' includes apparel, bath accessories, mugs and cups, drinkware, laundry accessories, and other functional and promotional items bearing any Marks or incorporating any Intellectual Property. This indicates that franchisees are authorized to sell a variety of merchandise displaying Buff City Soap's branding, but the list is not exhaustive. The phrase 'without limitation' suggests that other types of merchandise may also be approved for sale.
The definition of 'Confidential Information' also uses 'including, without limitation' to specify the types of information that are considered confidential. This includes the Standards, Manuals, components and ingredients, formulae and formulations applicable to Products, Franchisor's or its Affiliate's product and raw materials sourcing, pricing, manufacturing, inventory management and control, supply and distribution; technology, point of sale, and related computer software; advertising, marketing and promotional programs including gift card, loyalty and customer reward programs; customer data; financial data and statements; training and operational methodology content (including without limitation inventory and financial controls) and management programs; and any other information or data regarding the business of Franchisor or any of its Affiliates that would reasonably be considered the proprietary or confidential information of Franchisor or its Affiliates. This means that franchisees must protect a broad range of information related to the Buff City Soap business, even if it is not explicitly listed in the definition.
For a prospective Buff City Soap franchisee, understanding the use of 'including' is crucial because it highlights that the examples provided in the definitions are not exhaustive. Franchisees must be aware that their obligations and responsibilities extend beyond the specific items listed and encompass anything that falls within the general scope of the definition. This requires franchisees to stay informed about all applicable laws, regulations, and company policies, as well as to protect all confidential information related to the Buff City Soap business.