What condition must be met before the assignment of Membership Contracts from the Aira Fitness franchisee to Aira Fitness is effective?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
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AGREEMENT
In consideration of the foregoing, the mutual premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
- Assignment. In the event of expiration or termination of the Franchise Agreement, and in order to secure continuity and stability of the operation of the Aira Fitness Business, Franchisee hereby sells, assigns, transfers and conveys to the Aira Fitness all of its rights, title and interest in and to all telephone numbers, telephone listings and telephone directory advertisements used in connection with the operation of the Aira Fitness Business; provided, however, such Assignment will not be effective unless and until the Franchise Agreement has expired or is terminated in accordance with the provisions thereof and Aira Fitness has delivered to Franchisee written notice of acceptance of the assignment.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, in the event of the expiration or termination of the Franchise Agreement, the franchisee assigns all rights to the Membership Contracts to Aira Fitness. However, this assignment is not effective until two conditions are met. First, the Franchise Agreement must have expired or been terminated according to its provisions. Second, Aira Fitness must deliver written notice to the franchisee, indicating its acceptance of the assignment.
This clause ensures that Aira Fitness can maintain business continuity by taking over the membership contracts if a franchise agreement ends. It protects the brand and customer relationships. The written notice provides a clear record of when the assignment becomes effective, which is important for legal and accounting purposes.
It is important to note that Aira Fitness assumes no liability for monies owed or other liabilities related to the Membership Contracts that accrued before the effective date of the assignment. This means the franchisee is responsible for any outstanding obligations up to the point when Aira Fitness takes over the contracts. A franchisee should be aware of this provision and ensure all financial matters are settled before the assignment takes place.
Additionally, Aira Fitness retains the right to cancel the Membership Contract Assignment Agreement at any time before the assignment becomes effective. This gives Aira Fitness flexibility if circumstances change or if they determine that taking over the membership contracts is not in their best interest.