Does the All Team Processing Agreement specify any exceptions to ATFC's right to assign the agreement?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
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. This Processing Agreement is fully assignable by ATFC.
- F. Successors and Assigns. This Processing Agreement shall be binding upon and shall inure to the benefit of ATFC and USER, and their permitted successors and assigns.
- G.
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 fully assignable by ATFC. However, any assignment by ATFC must be in conjunction with a corresponding assignment under the Franchise Agreement. This means that if All Team assigns the Franchise Agreement to another party, the Processing Agreement must also be assigned to the same party.
The Processing Agreement outlines that it is binding upon and benefits ATFC and the USER (franchisee), as well as their permitted successors and assigns. This clause ensures that the agreement remains effective even if ownership or control of either party changes, provided the changes are permitted under the agreement.
Conversely, the Processing Agreement is personal to the USER and is not assignable or transferable by the 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. Additionally, 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.
In summary, while All Team retains the right to assign the Processing Agreement, this right is tied to a corresponding assignment of the Franchise Agreement. The franchisee, on the other hand, requires All Team's written consent to assign their rights under the Processing Agreement, ensuring All Team maintains control over who they conduct business with.