Does this section of the Burros Fries agreement provide any exceptions to the general terms?
Burros_Fries Franchise · 2024 FDDAnswer from 2024 FDD Document
Any rights not expressly granted to the Franchisee are reserved to us. Such rights reserved to us include but are not limited to the following:
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- Own and/or operate ourselves, and/or authorize others to own and/or operate:
a) Any kind of business in the Territory which is not substantially similar to a Burros & Fries Business, whether or not using the Marks and System and on any terms and conditions we deem appropriate; and
b) Any kind of business outside of the Territory, including, without limitation, Burros & Fries Businesses, whether or not using Burros & Fries Marks and System and on any terms and conditions we deem appropriate;
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- Develop, distribute and sell Burros & Fries labeled and branded (or any other brand) products and kitchen equipment (if developed) to anyone located anywhere (including within the Territory, if applicable) using any channel of distribution other than the operation of a Burros & Fries Business in the Territory and on any terms and conditions we deem appropriate;
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- Develop or become associated with concepts other than the Business franchised hereunder (including dual branding and/or other franchise systems), whether or not using the System and/or the Marks, and award franchises under such other concepts for businesses located and/or operating anywhere;
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- Acquire, be acquired by, sell our assets, sell our stock, membership units, or partnership units to, merge, affiliate with or engage in any transaction with other businesses (whether competitive or not), with units located anywhere.
Such transactions may include (but are not limited to) arrangements involving competing outlets and brand conversions (to or from the Burros & Fries Marks and System).
Franchisee agrees to participate at its expense in any such conversion as instructed by us;
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- We may choose in our Business Judgment (as defined in Section 21 of this Agreement) to advertise, offer and sell Products and/or provide Services through the Internet and other similar venues (no matter where the person is located) without paying any compensation to Franchisee.
The Internet is a channel of distribution reserved exclusively to us and Franchisee may not independently market on the Internet or conduct e-commerce, without our written consent; and
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2024 FDD)
According to the 2024 Burros Fries Franchise Disclosure Document, there are several exceptions to the general terms outlined in the franchise agreement.
First, Burros Fries retains specific rights not expressly granted to the franchisee. These include the right to operate or authorize others to operate businesses, even those not substantially similar to a Burros & Fries Business, within or outside the franchisee's territory. Burros Fries can also develop, distribute, and sell branded products and kitchen equipment through various channels, regardless of the franchisee's territory. They can also develop other concepts, including dual branding, and engage in transactions with other businesses, even competitors. Furthermore, Burros Fries reserves the right to advertise and sell products or services over the Internet without compensating the franchisee, designating the Internet as a distribution channel exclusive to the franchisor.
Second, regarding National Accounts, if a franchisee chooses not to provide products or services to a National Account under the terms specified by Burros Fries, Burros Fries has the right to provide these services directly or through another franchisee or affiliate. This can occur anywhere, even within the franchisee's territory, without violating the franchisee's territorial rights. The franchisee is not entitled to compensation for products or services provided by others in this context.
Finally, while the franchisee is granted a protected territory, it is not an exclusive territory. The franchisee's rights within the territory are strictly defined in the agreement, and Burros Fries retains rights to operate other units or distribution channels, regardless of their proximity to the franchisee's business. The franchisee also has no rights concerning other businesses or services in which Burros Fries or its affiliates may be involved.