What obligations of the Burneys Sweets More franchisor are acknowledged in the First Addendum?
Burneys_Sweets_More Franchise · 2025 FDDAnswer from 2025 FDD Document
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5. Territorial Provisions.
(a) Territory. Subject to the provisions of this Section 5, provided Franchisee is in compliance with its obligations under this Agreement, Franchisor agrees that during the Initial Term it will not establish and operate, nor license any party other than Franchisee to establish and operate, a BURNEY'S SWEETS & MORE Shop at a physical location within the territory set forth in Attachment 1 hereto (the "Territory"), except at Non-Traditional Locations, as defined below. Until such time as the Location is identified and agreed upon in the Franchise Rider or in the Site Selection Acceptance Letter (as defined in the Franchise Rider), no Territory will be
granted to Franchisee and Franchisor shall have the right to locate other franchises anywhere Franchisor determines without interfering with any territorial rights of Franchisee. Franchisee shall not solicit business from customers outside of its Territory without receiving Franchisor's prior, written permission. Notwithstanding the foregoing, Franchisor does not warrant or represent that no other BURNEY'S SWEETS & MORE shop will solicit or make any sales within the Territory, and Franchisee hereby expressly acknowledges and agrees that such solicitations or sales may occur within the Territory. Franchisor shall have no duty to protect Franchisee from any such sales, solicitations, or attempted sales. Franchisee recognizes and acknowledges that (i) it will compete with other BURNEY'S SWEETS & MORE shops which are now, or which may in the future be, located near or adjacent to Franchisee's Territory and (ii) that such shops may be owned by Franchisor, its affiliates, and/or third parties. Franchisee further acknowledges that only Franchisor shall be permitted to solicit business from customers by means of computerized or other electronic remote-entry ordering systems (such as, for example, the internet, phone, or mobile applications) capable of accepting orders placed from within or outside the Territory. Notwithstanding anything in this Agreement to the contrary, Franchisee's Territory excludes enclosed malls, commercial kitchens, grocery stores, convenience stores, gas stations, hospitals, military installations, schools, airports, parks (including theme parks), sports arenas, traveling carts or food trucks, and similar venues ("Non-Traditional Locations").
- (b) Reservation of Rights. Franchisor grant franchises and the rights to develop and operate a BURNEY'S SWEETS & MORE Shop only pursuant to the express terms of written agreements and not orally. All rights that are not granted to Franchisee in this Agreement are specifically reserved to Franchisor, and Franchisor will not be restricted in any manner from exercising them nor will Franchisor be required to compensate Franchisee should Franchisor exercise them. This includes the right, directly or through others and regardless of either (a) proximity to Franchisee's Shop or Territory or (b) any actual or threatened impact on sales of Franchisee's Shop to:
- (i) use the Marks and System in connection with establishing and operating BURNEY'S SWEETS & MORE shops at any location outside the Territory;
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
Based on the 2025 Burneys Sweets More Franchise Disclosure Document, the First Addendum outlines several obligations of the franchisor. Specifically, Burneys Sweets More agrees that, provided the franchisee is in compliance with the agreement, it will not establish or license another party to establish a Burneys Sweets More shop at a physical location within the franchisee's territory during the initial term. This is subject to certain exceptions, such as Non-Traditional Locations like enclosed malls, commercial kitchens, grocery stores, and airports.
However, this territorial protection is conditional. Until the location is formally identified and agreed upon in the Franchise Rider or Site Selection Acceptance Letter, Burneys Sweets More retains the right to locate other franchises anywhere it determines, without infringing on any territorial rights. Furthermore, Burneys Sweets More does not guarantee that other shops will not solicit or make sales within the franchisee's territory and has no duty to protect the franchisee from such activities. The franchisee also acknowledges that they will compete with other Burneys Sweets More shops, which may be owned by the franchisor, its affiliates, or third parties.
Additionally, Burneys Sweets More retains the exclusive right to solicit business from customers through computerized or electronic remote-entry ordering systems, such as the internet or mobile applications, regardless of the customer's location. The FDD also states that Burneys Sweets More will communicate information relating to the operation of a Burneys Sweets More Shop, and to the extent necessary or pertinent to the operation of the Shop, Burneys Sweets More's know-how, new developments, techniques and improvements in the areas of Shop management, employee training, marketing and food preparation and service.