What is a 'ROFR Site' in the context of a Nothing Bundt Cakes franchise?
Nothing_Bundt_Cakes Franchise · 2025 FDDAnswer from 2025 FDD Document
ou comply with our relocation criteria and find a new location approved by us within 30 days of the fire or casualty. If you relocate your Bakery without our prior written consent, we shall have the right immediately to terminate the Franchise Agreement.
We will grant you a protected area within which we will not open another Bakery under the Marks and System (the "Territory"), as identified in Data Sheet to the Franchise Agreement. The Territory's boundary around your Approved Location will depend on your market area, including population density, drive times, and similar factors. There is no set minimum or maximum radius. We do not guarantee a certain population density in your Territory. Depending on the location of your Approved Location and your specific market and circumstances, the radius will be measured in terms of miles or number of blocks from the Approved Location. However, if you operate in a ROFR Site (based upon our authorizing you to do so), your Territory might be limited to the physical footprint of the specific site/premises. Otherwise, your Territory will exclude all Non-Traditional Sites (as defined below) physically located within the Territory. There are no restrictions on our or our Affiliate's right to operate and grant others the right to operate Approved Locations at Non-Traditional Sites. Upon renewal of your Franchise Agreement, we
reserve the right to modify and/or reduce the size of your Territory to be consistent with our then-current criteria for determining the size of a franchisee's territory.
You will not receive an exclusive territory. Your limited territorial rights will not be exclusive in terms of marketing rights, delivery, or clientele. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. We have the right to open or license others the right to open a non-traditional site within the Territory, provided however, we will give you a right of first refusal to establish and operate a Bakery at any ROFR Site, which we define as any mall (indoor and outdoor) food courts, food halls, fairs, festivals, and locations or events designed for large gatherings. For this reason, your Territory is not deemed exclusive. (Section 4.7 of the Franchise Agreement).
Until your Bakery opens, we reserve the right to deliver and ship, and allow other system franchisees the right to deliver and ship, Products to customers (sometimes called "Guests") located within your Territory. However, subject to our reserved rights under the franchise agreement and our E-Commerce Program, once your Bakery opens, no franchisee may deliver or ship Products to Guests located in your Territory and all customer account information should be transferred to you upon your request. Your rights described in the preceding sentence will not apply, however, if you refuse or fail to fulfill e-commerce orders, fail to deliver goods or services meeting our standards and specifications, or are otherwise not in material compliance with your obligations under your franchise agreement. In such cases, we may allow a Bakery outside of your Territory to fulfill your orders without any compensation to you, reimburse the Guest for any unfulfilled order, provide gift certificates, or otherwise remedy the situation, and you will be responsible for all of our costs in doing so. You agree to pay us or our designated supplier the then-current E-Commerce Program fees associated with maintaining the Website or other platform and fulfilling Guest orders.
On the other hand, you may deliver and ship Products to Guests located outside of your Territory provided that the Guest is not located within the territory of another open System Bakery.
Source: Item 12 — TERRITORY (FDD pages 52–58)
What This Means (2025 FDD)
According to Nothing Bundt Cakes' 2025 Franchise Disclosure Document, a 'ROFR Site' is defined as any mall (indoor and outdoor) food courts, food halls, fairs, festivals, and locations or events designed for large gatherings. The acronym 'ROFR' stands for 'Right of First Refusal'. This means that as a Nothing Bundt Cakes franchisee, you have the first opportunity to establish and operate a bakery at these specified locations within your territory, before Nothing Bundt Cakes offers the opportunity to others.
However, this right is subject to certain conditions. First, you must be compliant with all agreements with Nothing Bundt Cakes, its affiliates, and approved suppliers. Second, the ROFR Site must be within your designated territory, and you must meet the property owner's requirements for operating at that site. Third, you must meet Nothing Bundt Cakes' criteria for a multi-unit franchise owner.
Nothing Bundt Cakes will provide written notice of their intent to establish a bakery at a ROFR Site within your territory. You will then have a specified period, or 30 days if no period is specified, to exercise your right of first refusal. This may be conditional upon executing Nothing Bundt Cakes' then-current franchise agreement and paying the current initial fee, which may differ from your original agreement. If you fail to meet the criteria, do not exercise your right in time, or decline the opportunity, Nothing Bundt Cakes can offer the ROFR Site to others, including affiliates or other franchisees. It's also important to note that if you operate in a ROFR site, your territory might be limited to the physical footprint of that specific site.