What is the effect of an assignment of the All Team Processing Agreement without ATFC's consent?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
- E. Assignment. This Processing Agreement is personal to USER and shall not be assignable or transferable by USER, in whole or in part, either voluntarily or by operation of law, except with the prior written consent of ATFC, which consent shall not unreasonably be withheld.
For all purposes of this Processing Agreement, the transfer of the majority of the equity of USER to persons other than the present owners thereof, or of any substantial portion of the Business in one or more transactions, shall be deemed an assignment of this Processing Agreement requiring such consent.
Any assignment must be in conjunction with a corresponding assignment under the Franchise Agreement.
Source: Item 23 — RECEIPT (FDD pages 34–161)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the Processing Agreement is personal to the franchisee (USER) and cannot be assigned or transferred, either voluntarily or by law, without the prior written consent of All Team Franchise Corporation (ATFC). ATFC's consent will not be unreasonably withheld. A transfer of the majority of the franchisee's equity to new owners, or the transfer of a substantial portion of the business, is considered an assignment requiring consent. Any assignment of the Processing Agreement must occur alongside a corresponding assignment of the Franchise Agreement.
This restriction on assignment protects All Team by ensuring that the Processing Agreement remains with the original franchisee or a successor approved by All Team. This allows All Team to maintain control over who is providing services under their brand and using their systems. The requirement for a corresponding assignment under the Franchise Agreement ensures that the franchise rights and processing agreement are transferred together, maintaining consistency and control.
For a prospective All Team franchisee, this means that you cannot sell or transfer your Processing Agreement to another party without All Team's approval. If you plan to sell your franchise, you must obtain All Team's consent for the transfer of both the Franchise Agreement and the Processing Agreement. Failing to obtain consent could result in a breach of the Processing Agreement and potential legal consequences.