Under what condition can an All Team USER assign or transfer the Processing Agreement?
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 USER and cannot be assigned or transferred, either voluntarily or by law, unless All Team provides prior written consent, which will not be unreasonably withheld. A transfer of the majority of the equity of the USER to individuals other than the current owners, or the transfer of a significant portion of the Business in one or more transactions, is considered an assignment of the Processing Agreement, thus requiring consent from All Team.
This condition protects All Team by ensuring that the individuals or entities operating under the Processing Agreement meet their standards and qualifications. It allows All Team to maintain control over who is providing services under their name and using their systems. The requirement for consent prevents franchisees from circumventing the franchise agreement by transferring ownership to unqualified parties.
Furthermore, any assignment of the Processing Agreement must occur alongside a corresponding assignment of the Franchise Agreement. This means that a franchisee cannot transfer the Processing Agreement to another party without also transferring the rights and obligations of the Franchise Agreement. This ensures that the Processing Agreement remains tied to the franchise and cannot be separated.
This clause is typical in franchise agreements, as franchisors need to approve any transfer of ownership or control to maintain brand consistency and protect their intellectual property. Prospective All Team franchisees should understand these conditions and be prepared to seek All Team's approval before considering any transfer of their business or equity.