What is the 'Territory' defined as in the Buff City Soap Development Agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
Development Agreement
If you sign a Development Agreement you will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, from other channels of distribution or competitive brands that we control.
The Development Agreement identifies the development territory within which you must develop multiple Franchised Locations under the Development Schedule (the "Territory"). The Territory will be a geographic area described in the Development Agreement and chosen by a method of delineation that we determine is appropriate under the circumstances. During the term of the Development Agreement, we will not operate or license any other person or entity to operate a BCS Makery within your Territory or operate, directly or indirectly, nor grant to persons the right to operate, a Competitive Business (as defined in the Development Agreement and as described in Item 17) located within the Territory; provided that, we and our affiliates will have the right to: a) establish and operate, and grant persons the right to establish and operate, Competitive Businesses located within the Territory under marks and business methods the rights to which are acquired by us and our affiliates pursuant to, as the result of, or in connection with a merger with or acquisition by any entity or acquisition by us or our affiliates of any entity, including an asset transfer; and b) in such case, operate or grant to persons the right to operate such Competitive Business as a BCS Makery. We reserve with respect to the Territory the same rights that we reserve with respect to the Protected Area described above.
Failure to comply with the Development Schedule is a material breach of the Development Agreement and will result in termination of your right to develop additional BCS Makeries in the Territory. The factors we consider in our decision to accept or reject a proposed site may change during the term of the Development Schedule under the Development Agreement, and we will use our then-current criteria to evaluate each site.
Source: Item 12 — TERRITORY (FDD pages 43–45)
What This Means (2025 FDD)
According to Buff City Soap's 2025 Franchise Disclosure Document, if a franchisee signs a Development Agreement, they will not receive an exclusive territory. The 'Territory' in the Development Agreement is defined as the development territory within which the franchisee must develop multiple Franchised Locations under the Development Schedule. This Territory is a geographic area described in the Development Agreement and chosen by a method of delineation that Buff City Soap determines is appropriate under the circumstances.
During the term of the Development Agreement, Buff City Soap will not operate or license any other person or entity to operate a Buff City Soap Makery within the franchisee's Territory. They also will not operate, directly or indirectly, nor grant to persons the right to operate, a Competitive Business (as defined in the Development Agreement and as described in Item 17) located within the Territory. However, Buff City Soap and its affiliates retain the right to establish and operate, and grant persons the right to establish and operate, Competitive Businesses located within the Territory under marks and business methods the rights to which are acquired by them pursuant to, as the result of, or in connection with a merger with or acquisition by any entity or acquisition by them of any entity, including an asset transfer; and in such case, operate or grant to persons the right to operate such Competitive Business as a Buff City Soap Makery. Buff City Soap also reserves the same rights with respect to the Territory that it reserves with respect to the Protected Area.
It is important to note that failure to comply with the Development Schedule is a material breach of the Development Agreement and will result in termination of the franchisee's right to develop additional Buff City Soap Makeries in the Territory. The factors Buff City Soap considers in its decision to accept or reject a proposed site may change during the term of the Development Schedule under the Development Agreement, and they will use their then-current criteria to evaluate each site. This means that a franchisee's ability to expand within their territory is contingent on meeting the development schedule and having proposed sites approved by Buff City Soap based on their current criteria.