In the All Team Franchise Agreement, what is the role of the Guarantor in relation to the Franchisee's undertakings?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
FRANCHISEE IS NOT A FRANCHISEE OF ATFC AND MAY NOT RELY UPON BECOMING A FRANCHISEE OF ATFC.**
IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below their names.
ALL TEAM FRANCHISE CORPORATION Brian Hindman, Chief Executive Officer , Address of FRANCHISEE:# GUARANTY AND ASSUMPTION OF OBLIGATIONS
In consideration of, and as an inducement to, the execution of the above Franchise Agreement (the "Agreement"), by ALL TEAM FRANCHISE CORPORATION ("ATFC") in favor of _______________________ ("FRANCHISEE"), each of the undersigned ("GUARANTORS") hereby personally and unconditionally guarantees to ATFC, its Affiliates (as hereinafter defined), and their successors and assigns for the term of the Agreement and thereafter as provided in the Agreement, that FRANCHISEE shall punctually pay and perform each and every undertaking, agreement and covenant set forth in the Agreement and agrees to be personally bound by, and personally liable for the breach of each and every provision in the Agreement, including but not limited to, the restrictive covenants and nondisclosure provisions contained in the Agreement, as well as the provisions in the Agreement relating to the Marks and Transfers to the same extent as and for the same period of time as FRANCHISEE is required to comply with and abide by such covenants and provisions. All of the foregoing obligations of the undersigned shall survive any expiration or termination of the Franchise Agreement or this Guaranty and Assumption of Obligations. The GUARANTORS further hereby personally and unconditionally guarantee all debts and obligations FRANCHISEE incurs to ATFC, its successors, assigns, affiliated entities, parent corporation, and subsidiaries ("Affiliates"), as the case may be, as a result of any obligations under the Agreement and as a result of purchases of products or services from ATFC and its Affiliates. Each of the undersigned waives:
- (1) acceptance and notice of acceptance by ATFC or Affiliates of the foregoing undertakings;
- (2) notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed;
- (3) protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed;
- (4) any right he or she may have to require that an action be brought against FRANCHISEE or any other person as a condition of liability;
- (5) all rights to payments and claims for reimbursement or subrogation which any of the GUARANTORS may have against the FRANCHISEE arising as a result of the GUARANTORS' execution of and performance under this guaranty; and
- (6) any and all other notices and legal or equitable defenses to which he or she may be entitled.
Each of the undersigned consents and agrees that:
- (1) his or her direct and immediate liability under this guaranty shall be joint and several;
- (2) he or she shall render any payment or performance required under the Agreement upon demand if the FRANCHISEE fails or refuses punctually to do so;
- (3) such liability shall not be contingent upon or conditioned upon pursuit by ATFC or Affiliates of any remedies against the FRANCHISEE or any other person; and
- (4) such liability shall not be diminished, relieved or otherwise affected by any extension of time, credit or the indulgence which ATFC or Affiliates may from time to time grant to the FRANCHISEE or to any other person, including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of which shall in any way modify or amend this guaranty, which shall be continuing and irrevocable during the term of the Agreement.
If ATFC or any of the Affiliates are required to enforce this Guaranty and Assumption of Obligations in any judicial proceeding or appeal thereof, the GUARANTORS shall reimburse ATFC and Affiliates for its costs and expenses, including, but not limited to, reasonable accountants', attorneys', attorney assistants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses, whether incurred prior to, in preparation for or in contemplation of the filing of any written demand, claim, action, hearing or proceeding to enforce this Guaranty.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the Guarantor plays a significant role in ensuring the Franchisee's obligations are met. The Guarantor personally and unconditionally guarantees that the Franchisee will punctually pay and perform every agreement and covenant outlined in the Franchise Agreement. This guarantee extends for the entire term of the agreement and beyond, as specified within the agreement. The Guarantor is also personally bound by and liable for any breaches of the agreement's provisions, including restrictive covenants, nondisclosure terms, and those related to the Marks and Transfers, mirroring the Franchisee's obligations. These obligations of the Guarantor survive any expiration or termination of the Franchise Agreement or the Guaranty and Assumption of Obligations.
Furthermore, the Guarantor unconditionally guarantees all debts and obligations the Franchisee incurs to All Team, its successors, assigns, affiliated entities, parent corporation, and subsidiaries resulting from obligations under the Franchise Agreement or from purchases of products or services from All Team and its Affiliates. The Guarantor waives several rights, including the right to require action against the Franchisee as a condition of liability, rights to reimbursement or subrogation, and certain notices or defenses. The Guarantor's liability is joint and several, meaning All Team can pursue one or all Guarantors for the full amount of the obligation.
In practical terms, this means that if the Franchisee fails to meet their financial or operational obligations, All Team can seek recourse directly from the Guarantor. This arrangement provides All Team with an additional layer of security, ensuring that there is a party responsible for the Franchisee's commitments. For a prospective franchisee, understanding the implications of having a Guarantor is crucial, as it places significant personal liability on the Guarantor for the success and compliance of the franchise.
If All Team or its Affiliates must enforce the Guaranty and Assumption of Obligations through legal proceedings, the Guarantors are responsible for reimbursing All Team and its Affiliates for all associated costs and expenses. These expenses include reasonable accountants', attorneys', attorney assistants', and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses, regardless of when they were incurred. The terms of the Guaranty and Assumption of Obligations are governed by Florida law, and All Team can initiate actions in Florida courts, to which the Guarantors irrevocably submit jurisdiction.