What is the purpose of the addendum to the lease agreement regarding the Afuri Ramen Dumpling franchise?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
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- Use of Franchise Premises. Landlord acknowledges and agrees that the Franchise Premises may be used only for the operation of an Afuri facility. Landlord permits Tenant to use and display the following service marks, trademarks, and commercial logos: Afuri and all other marks that Franchisor has developed or develops in the future for an Afuri facility.
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- Landlord Reports and Disclosures to Franchisor. Tenant acknowledges and agrees that Landlord may, upon Franchisor's written request, disclose to Franchisor all reports, information, or data in Landlord's possession respecting sales made in, upon, or from the Franchise Premises and Tenant's business operations.
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- Assignment to Franchisor. Anything contained in the Lease Agreement to the contrary notwithstanding, Landlord agrees that without Landlord's consent, the Lease Agreement and Tenant's right, title and interest, may be assigned by Tenant to Franchisor, without cost or penalty. Landlord grants to Franchisor the right, at Franchisor's election, to receive an assignment of the Lease Agreement and the leasehold interest in the Franchise Premises, upon termination or expiration of Tenant's Franchise Agreement. This option may be exercised by Franchisor within 30 days of such termination or expiration.
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- Tenant's Default; Notice to Franchisor. Landlord will give written notice to Franchisor (concurrently with the giving of notice to Tenant) of any breach by Tenant under the Lease Agreement. Franchisor will have the right (but not obligation), in Franchisor's sole discretion, to cure any breach at Tenant's expense within 15 business days after the expiration of the period in which Tenant had to cure the default. Notice will be sent to the following address, or to the address Franchisor may, from time to time, specify in writing to Landlord:
AFURI FRANCHISE INC.
923 SE 7th Ave.
Portland, Oregon 97201
1 – Afuri Franchise Agreement: Exhibit 2
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- Franchise Premises De-identification. Upon termination, expiration, or non-renewal of the Lease Agreement, Tenant may de-identify the Franchise Premises. If Tenant fails to do so, Landlord gives Franchisor the express right to de-identify. De-identification consists of removal of all signs; modification or remodeling of all identifying architectural features; repainting as necessary to no longer use the cooler scheme used by Franchisor; and any other steps necessary (in Franchisor's reasonable discretion) to effectively distinguish the Franchise Premises from Franchisor's proprietary designs and marks.
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- Renewal, Extension, or Cancellation of the Lease Agreement. Landlord will not extend, renew, or cancel the Lease Agreement without Franchisor's prior written consent, which consent will not be unreasonably withheld.
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- Third Party Beneficiary. Tenant and Landlord acknowledge and agree that Franchisor is a thirdparty beneficiary of this Lease Agreement Rider, and Franchisor is entitled to all rights and remedies conferred upon Franchisor under this Lease Agreement Rider (which Franchisor may enforce directly against Tenant or Landlord, with or without the consent or joinder of Tenant). Notwithstanding anything contained in this Lease Agreement Rider, Franchisor will have no liability under the Lease or this Lease Agreement Rider unless Franchisor expressly enters into a written agreement with Landlord.
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
According to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, the addendum to the lease agreement serves several key purposes related to the operation of an Afuri Ramen Dumpling facility. The addendum ensures that the leased premises are used exclusively for operating an Afuri Ramen Dumpling restaurant and allows the franchisee (Tenant) to display Afuri's trademarks and logos. This protects Afuri Ramen Dumpling's brand identity and ensures consistent branding across all franchise locations.
Furthermore, the addendum allows the landlord to disclose sales and operational data to Afuri Ramen Dumpling upon written request. This provision enables Afuri Ramen Dumpling to monitor the franchisee's performance and maintain standards within the franchise system. The addendum also grants Afuri Ramen Dumpling the right to receive an assignment of the lease if the franchisee's agreement is terminated or expires, which can be exercised within 30 days of such termination or expiration. This protects Afuri Ramen Dumpling's interests in maintaining a presence in a specific location.
Additionally, the addendum requires the landlord to notify Afuri Ramen Dumpling of any breach of the lease by the franchisee, giving Afuri Ramen Dumpling the option to cure the breach within 15 business days after the franchisee's cure period expires. This provision offers Afuri Ramen Dumpling a chance to prevent lease termination and maintain the franchise location. Finally, the addendum addresses the de-identification of the premises upon termination or expiration of the lease, preventing the landlord from renewing, extending, or canceling the lease without Afuri Ramen Dumpling's written consent. Afuri Ramen Dumpling is designated as a third-party beneficiary, allowing them to enforce the addendum directly against the tenant or landlord, but without incurring liability unless expressly agreed in writing.