Does Aira Fitness have the option to assume the Membership Contracts upon termination or expiration of the agreement?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
B. Option to Assume Lease; Assume Telephone Numbers and Membership Contracts, and Purchase Assets. Upon termination or expiration of this Agreement, we will have the option (but not the obligation) to do any or all of the following: (i) assume your Lease for the Aira Fitness Business premises; (ii) assume all telephone numbers used in connection with the operation of the Aira Fitness Business; (iii) assume all utilities used in connection with the operation of the Aira Fitness Business; (iv) assume your rights and interest in and to any Membership Contract to which you are a party, by delivering to you written notice of our election within thirty (30) days after termination or expiration of this Agreement; (v) assume your rights in management software and data processing accounts used in connection with the operation of the Aira Fitness Business; and/or (vi) assume all social media accounts associated with the Aira Fitness Business.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, Aira Fitness has the option, but not the obligation, to assume the franchisee's rights and interests in Membership Contracts upon termination or expiration of the Franchise Agreement. To exercise this option, Aira Fitness must provide written notice to the franchisee within thirty days after the termination or expiration of the agreement.
Additionally, in the event of the Franchise Agreement's expiration or termination, the franchisee is required to sell, assign, transfer, and convey all rights, title, and interest in the Membership Contracts to Aira Fitness. This assignment becomes effective only after the Franchise Agreement has expired or been terminated, and Aira Fitness has provided written notice of its acceptance of the assignment. However, Aira Fitness will not assume liability for any monies owed or other liabilities related to the Membership Contracts that accrued before the assignment's effective date.
The franchisee also makes several representations and warranties to Aira Fitness, including that all obligations under the Membership Contracts have been satisfied as of the assignment's effective date, and that the franchisee has the legal right and power to enter into and perform the Membership Contract Assignment Agreement. Aira Fitness retains the right to declare the assignment null and void at any time before it becomes effective, at its sole discretion.