As an Annex Brands franchisee, what am I representing and warranting regarding assignment or transfer of claims in the General Release?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
No Assignment or Transfer of Interest. You represent and warrant that there has not been and will not be any assignment or other transfer of any interest in any Claims that you may have against the Franchisor-Related Persons/Entities, all Claims having been fully and finally extinguished, and you agree to forever indemnify and hold the Franchisor-Related Persons/Entities harmless from any liability, claims, demands, damages, losses, costs, expenses or attorneys' fees incurred by any of the Franchisor-Related Persons/Entities as a result of any person asserting any interest in any of the Claims and/or any voluntary, involuntary or other assignment or transfer, or any rights or claims under any assignment, transfer or otherwise. It is the intention of the parties that this indemnity does not require payment by any of the Franchisor-Related Persons/Entities as a condition precedent to recovery against you under this indemnity.
Source: Item 23 — Receipts (FDD pages 110–299)
What This Means (2025 FDD)
According to Annex Brands' 2025 Franchise Disclosure Document, as part of the General Release, you are representing and warranting that you have not assigned or transferred any interest in any claims you may have against Annex Brands or related parties. This means you're confirming that you haven't given anyone else the right to pursue those claims.
Furthermore, you agree to indemnify and hold Annex Brands harmless from any liabilities, claims, demands, damages, losses, costs, expenses, or attorneys' fees they incur if someone asserts an interest in any of the claims or due to any assignment or transfer. This means that if someone else tries to make a claim based on a right you supposedly transferred to them, you will be responsible for covering Annex Brands' legal costs and any resulting damages.
This provision ensures that Annex Brands is protected from dealing with third parties who might assert claims based on your prior relationship with them. It also reinforces that any claims you had against Annex Brands are considered fully resolved and extinguished by the General Release. This is a standard clause in settlement agreements to prevent future disputes and liabilities arising from the same issues.