What is the scope of the non-disparagement agreement concerning Burneys Sweets More?
Burneys_Sweets_More Franchise · 2025 FDDAnswer from 2025 FDD Document
Non-Disparagement.
In consideration of the accommodations provided to Seller, the Seller Guarantors and Buyer and concessions made by Franchisor and its affiliates under this Agreement, Seller, the Seller Guarantors and Buyer agree not to, and to use their best efforts to cause their current and former shareholders, officers, directors principals, agents, partners, employees, representatives, attorneys, spouses, and successors and assigns not to, disparage or otherwise speak or write negatively, directly or indirectly, of Franchisor or the Released Parties or their respective current and former agents, principals, officers, directors, shareholders, members, employees, franchisees, representatives, area directors, attorneys, parents, predecessors, affiliates,
subsidiaries divisions, and successors and assigns, the BURNEY'S SWEETS & MORE brand, the BURNEY'S SWEETS & MORE system, or any other service-marked or trademarked concept of Franchisor, or which would subject the BURNEY'S SWEETS & MORE brand to ridicule, scandal, reproach, scorn, or indignity or which would negatively impact the goodwill of Franchisor or its brand.
Source: Item 23 — RECEIPT (FDD pages 50–199)
What This Means (2025 FDD)
According to the 2025 Burneys Sweets More FDD, the non-disparagement agreement is broad in scope, applying not only to the buyer and seller but also to a wide range of related parties. This agreement is made in consideration of accommodations and concessions provided by Burneys Sweets More.
The agreement specifically prohibits the seller, the seller's guarantors, and the buyer from disparaging Burneys Sweets More or related parties. This extends to using their best efforts to prevent disparagement from their current and former shareholders, officers, directors, principals, agents, partners, employees, representatives, attorneys, spouses, successors, and assigns. The disparagement clause covers direct or indirect negative statements, whether spoken or written.
The scope of the non-disparagement extends to Burneys Sweets More, its "Released Parties," and their respective current and former agents, principals, officers, directors, shareholders, members, employees, franchisees, representatives, area directors, attorneys, parents, predecessors, affiliates, subsidiaries, divisions, and successors and assigns. It also includes the Burneys Sweets More brand, the Burneys Sweets More system, and any other service-marked or trademarked concept of Burneys Sweets More. The agreement aims to prevent any actions that would subject the Burneys Sweets More brand to ridicule, scandal, reproach, scorn, or indignity, or negatively impact the goodwill of Burneys Sweets More or its brand.
For a prospective franchisee, this means they, along with many related parties, must avoid making any negative statements about Burneys Sweets More. This could have significant implications, especially in the event of disputes or disagreements with the franchisor. Franchisees should carefully consider the extent of this obligation and how it might affect their ability to express concerns or opinions about the franchise system.