Detailed Information on Ben & Jerry’s Initial Franchise Fee, Royalty Fee + 19 Other Fees (Items 5 and 6, 2021 FDD)

1. Deposit:  $18,500

• If you will operate a Scoop Shop (which is not developed and operated under a Development Agreement), you will sign a Preliminary Agreement before you sign the Franchise Agreement. When you sign the Preliminary Agreement, you must pay Ben & Jerry’s a deposit (the “Deposit”) in the amount of $18,500, which will be applied to your initial franchise fee.

• You must locate a site during the “Evaluation Period,” which is a period of 6 months from the signing of the Preliminary Agreement. You may request up to two 6-month extensions of the Evaluation Period – each extension will be for an additional 6-month period.

• If you have used your best efforts and failed to locate an authorized site, Ben & Jerry’s will refund a portion of the Deposit to you as follows:

• a. After the Evaluation Period, Ben & Jerry’s will refund $16,000 to you;
• b. After the first extension of the Evaluation Period, Ben & Jerry’s will refund $13,500 to you; and
• c. After the second extension of the Evaluation Period, Ben & Jerry’s will refund $11,000 to you.

2.  Initial Franchise Fee:  $18,500 to $37,000

• When you sign a Franchise Agreement for a Scoop Shop, you must pay Ben & Jerry’s the initial franchise fee, which is $37,000, except in the circumstances described below.

• If you are an existing franchisee and you enter into a Franchise Agreement for an additional Scoop Shop, your initial franchise fee will be $18,500.

• The initial franchise fee is earned and non-refundable in consideration of administrative and other expenses Ben & Jerry’s incurs in entering into the Franchise Agreement.

• If you signed a Preliminary Agreement, the Deposit will be credited toward the initial franchise fee.

• Scoop Shops will generally be for a term of 10 years. Ben & Jerry’s may, however, in certain circumstances agree to offer Scoop Shop franchises for shorter terms. If Ben & Jerry’s agrees to a shorter term, then the initial franchise fee due for that Scoop Shop will be an amount equal to $37,000 prorated according to the number of years in the term (for example, for a Shop with a 5-year term, the initial franchise fee will be $18,500).

3.  Development Fee:  initial franchisee fee for the first Scoop Shop to be developed and one-half of the initial franchise fee for each additional Scoop Shop specified in the Development Schedule of your Development Agreement

• If you sign a Development Agreement, the amount of the initial franchise fee(s) for the Scoop Shops that you will develop will depend upon whether you are already an existing franchisee under Ben & Jerry’s System at the time you sign the Development Agreement.

• The initial franchise fee(s) and Development Fee for a new franchisee in Ben & Jerry’s System will be $37,000 for the first Scoop Shop and $18,500 for the second and each additional Scoop Shop. If you are an existing franchisee in Ben & Jerry’s System, the initial franchise fee(s) and Development Fee will be $18,500 for the first Scoop Shop and $16,000 for the second and each additional Scoop Shop.

• Upon signing the Development Agreement (regardless of whether you were already a franchisee in Ben & Jerry’s System prior to entering into a Development Agreement), you must pay Ben & Jerry’s a development fee (“Development Fee”), which will be equal to the initial franchisee fee for the first Scoop Shop to be developed and one-half of the initial franchise fee for each additional Scoop Shop specified in the Development Schedule of your Development Agreement.

• The Development Fee is earned and non-refundable regardless of whether you enter into Franchise Agreements for those Scoop Shops, in consideration of administrative and other expenses Ben & Jerry’s incurs in entering into the Development Agreement.

• If you meet your obligations under the Development Agreement and are not otherwise in default under any other agreement with Ben & Jerry’s, as you sign Franchise Agreements for the development and operation of each Shop under the Development Schedule, Ben & Jerry’s will credit the portion of the Development Fee that you paid on account of such Shop, towards payment of the initial franchise fee due for that Shop. You will pay Ben & Jerry’s the balance of the initial franchise fee due for a particular Shop at the time you sign the Franchise Agreement for that Shop.

4.  Royalty:  3% of Gross Sales

• Due Date:  5th day of each month on the Gross Sales for the prior month.

5.  Advertising Obligations:  Total: varies but total will not exceed 4% of Gross Sales. Current Allocation: local advertising and promotion: 2%; Fund contributions: 2%; Cooperative contributions: none

• Due Date:  Same as royalty.

• Ben & Jerry’s may change the allocation between expenditures on local advertising, and contributions to the Fund and/or a Cooperative.

6.  Transfer:  $7,000

• Due Date:  Prior to transfer.

• If the transfer is to a corporation (or other legal entity) you (as the original franchisee) form for the convenience of ownership, the transfer fee is reduced to $3,000.

7.  Renewal Fee:  $15,000

• Due Date:  Prior to renewal.

8.  Training for New or Replacement Manager:  Ben & Jerry’s then-current fee for Scoop U Training (currently $1,800)

• Due Date:  Prior to attending training.

• Following the training of your initial manager, Ben & Jerry’s may impose a training fee for any new or replacement manager.

9.  Refresher Training:  Ben & Jerry’s then-current fee for Refresher Training (currently $0)

• Due Date:  Prior to attending training.

• If Ben & Jerry’s requires you, your manager, or your employees to attend refresher training, you may be charged a reasonable fee.

• As of the date of the Disclosure Document, Ben & Jerry’s is not charging a fee for Refresher Training, but it may do so in the future, at its discretion.

10.  Audit:  cost and expenses connected with inspection and audit (including travel, lodging, and wage expenses, and reasonable accounting and legal costs)

• Due Date:  Upon demand.

• Payable if audit reveals understatement of 3% or more in the financial reports you delivered to Ben & Jerry’s.

11.  Re-Inspection Fee:  will vary under circumstances

• Due Date:  Upon demand.

• You must reimburse Ben & Jerry’s for travel expenses and room and board for its representatives if it determines, based on an unsatisfactory inspection, that re-inspection is required.

12.  Interest on Overdue Payments:  1.5% per month, or maximum rate permitted by law

• Due Date:  Upon demand.

• Payable on overdue amounts.

• As of the date of the Disclosure Document, Ben & Jerry’s is not charging such a fee but it may do so in the future, at its discretion.

13.  Fee on Returned Checks:  Ben & Jerry’s then-current fee for returned checks (currently $0)

• Due Date:  Upon demand.

• Ben & Jerry’s may charge a reasonable fee if a check that you submit to it for any monies owed to it is declined by the bank.

• As of the date of the Disclosure Document, Ben & Jerry’s is not charging such a fee but it may do so in the future, at its discretion.

14.  Insurance Procurement:  cost of procuring insurance for you

• Due Date:  Upon demand.

• Payable if you fail to procure insurance and Ben & Jerry’s does it for you.

15.  Relocation Fee:  $3,000

• Due Date:  Upon demand.

• Payable if you relocate your Shop.

16.  Securities Offering:  will vary under circumstances

• Due Date:  Upon demand.

• Payable to reimburse Ben & Jerry’s for actual costs (including legal and accounting fees) in evaluating your proposed offering.

17.  Costs and Attorneys’ Fees:  will vary under circumstances

• Due Date:  Upon demand.

• You must reimburse Ben & Jerry’s for its expenses in enforcing or terminating the Franchise Agreement.

18.  Indemnification:  will vary under circumstances

• Due Date:  Upon demand.

• You must reimburse Ben & Jerry’s for claims arising from your operation of the Shop.

19.  National Convention Registration:  will vary

• Due Date:  Prior to attending a national convention.

• Ben & Jerry’s requires that you (or a designated full-time employee) attend the national convention that occurs after the opening of your Shop. Thereafter, you may not miss more than 2 consecutive national conventions.

• You will be responsible for your expenses in attending the conventions and Ben & Jerry’s may charge a registration fee for each convention.

20.  Refurbishment Expense:  in the range of $5,000 to $15,000 for required changes

• Due Date:  Typically, you will have 1 year to complete required updates.

• No more than once every 5 years, Ben & Jerry’s may require that you refurbish and update your Shop to match its then-current standards (e.g., structural changes, installation of new equipment and signs (including, without limitation, menu board systems), remodeling, redecoration, and modifications to existing improvements).

21.  Product and Supplier Evaluation and Testing Fee:  cost and expenses incurred by Ben & Jerry’s in connection with the product/supplier evaluation and testing

• Due Date:  Upon demand.

• If you wish to purchase any equipment, supplies, services, or products from suppliers other than those previously approved by Ben & Jerry’s, you must first submit to Ben & Jerry’s the relevant information and samples of such proposed items.

• Ben & Jerry’s will then have the right to inspect such items and/or supplier’s facilities, and require that any proposed items be delivered for evaluation and testing either to it or to an independent testing facility designated by it.