What information is Ella Cafe authorized to publish concerning a Coffee House?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
franchisee (if you are an Entity). "Transfer" as a noun means any such sale, assignment, gift, transfer, pledge, mortgage or encumbrance.
ARTICLE 2. GRANT OF LICENSE
- 2.1 Grant. Franchisor hereby grants Franchisee the right to develop and continuously operate a Coffee House at the Location identified in Attachment 2, to deliver authorized products to locations in accordance with the Standards (which may include distance or area restrictions), and to use the Marks in the operation and promotion of the Coffee House. If no Location is stated on when this Agreement is signed, then the parties will determine the Location in accordance with Section 6.1. Franchisee hereby undertakes the obligation and agrees to continually operate the Coffee House during the Term hereof and strictly according to the terms and conditions of this Agreement. This Agreement does not grant Franchise any right, among others: (a) to sublicense the use of the System or Marks; (b) to co-brand with another concept or brand; (c) to offer or sell products or services at or from any location other than the Franchised Location (such as from a cart, kiosk, or food truck); (d) to ship ELLA products, regardless of the destination; or (e) distribute ELLA products through other channels, such as supermarkets, convenience stores or other retailers, or other food service providers.
- 2.2 Designated Area. Upon Franchisee's acquisition of the Location for the Coffee House, Franchisor will amend Attachment 2 to include the Location and a description of the Designated Area surrounding the Location or will memorialize such information in another form of written communication, signed by Franchisor and Franchisee. As long as Franchisee is in full compliance with this Agreement and any other agreement between Franchisee and Franchisor or its Affiliates, then except as otherwise expressly provided in this Agreement (including Section 2.4.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to the 2024 Ella Cafe Franchise Disclosure Document, Ella Cafe grants the franchisee the right to develop and continuously operate a Coffee House at the location identified in Attachment 2. This includes delivering authorized products according to the standards, which may include distance or area restrictions, and using the marks in the operation and promotion of the Coffee House. The franchisee is obligated to continually operate the Coffee House during the term of the agreement and strictly according to its terms and conditions. However, the agreement does not grant the franchisee the right to sublicense the use of the system or marks, co-brand with another concept or brand, offer or sell products or services at any location other than the franchised location, ship ELLA products regardless of destination, or distribute ELLA products through other channels such as supermarkets or other retailers.
Ella Cafe retains all rights within and outside the designated area except those expressly granted to the franchisee in the agreement. This means that Ella Cafe and its affiliates can operate or authorize others to operate similar businesses outside the franchisee's designated area. The franchisee's rights are nonexclusive, emphasizing that Ella Cafe maintains control over its brand and market presence beyond the individual franchise.
Furthermore, the franchisee acknowledges that no representations have been made concerning the agreement or the Ella Coffee House franchise other than what is contained in the agreement and the franchise disclosure document. The franchisee also acknowledges that no claims, representations, warranties, or guarantees regarding actual or potential earnings, sales, profits, or success of their Ella Coffee House franchise have been made other than what is set forth in Item 19 of the FDD. This highlights the importance of relying on the documented information provided by Ella Cafe rather than any verbal or implied promises.