Does Aplus require the franchisee to confirm that signing the Franchise Agreement won't breach other agreements?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisee shall defend, indemnify and hold Franchisor and its affiliates, subsidiaries and parents, and their respective officers, directors, managers, members, partners, shareholders, independent contractors and employees (the "Indemnified Parties") harmless from all fines, suits, proceedings, claims, demands, liabilities, injuries, damages, expenses, obligations or actions of any kind (including costs and reasonable attorneys' fees) arising in whole or in part from Franchisee's ownership, operation, or occupation of the Franchised Business and APLUS Store, performance or breach of its obligations under this Agreement, failure to meet Franchisor requirements and System standards, breach of any warranty or representation in this Agreement or from the acts or omissions of Franchisee, its employees or agents, including its advertising of the Franchised Business, except as otherwise provided in this Agreement. Franchisor and any Indemnified Party shall promptly give Franchisee written notice of any claim for indemnification under this Section 21.3. Any failure to give the notice shall not relieve Franchisee of any liability under this Agreement except to the extent the failure or delay causes actual material prejudice. Franchisor shall have the right to control all litigation, and defend and/or settle any claim against Franchisor or other Indemnified Parties affecting Franchisor's interests, in any manner Franchisor deems appropriate. Franchisor may also retain its own counsel to represent Franchisor or other Indemnified Parties and Franchisee shall advance or
Source: Item 23 — RECEIPT (FDD pages 68–302)
What This Means (2024 FDD)
Based on the 2024 Aplus Franchise Disclosure Document, there is no explicit requirement for a franchisee to confirm that signing the Franchise Agreement will not breach other agreements. The FDD does outline various obligations and responsibilities of the franchisee, such as maintaining licenses and permits, complying with operational standards, and adhering to restrictive covenants, but it does not include a specific clause mandating confirmation of non-breach of other agreements.
However, the Aplus FDD does state in Section 21.3 that the franchisee shall indemnify the franchisor from liabilities arising from the franchisee's breach of obligations under the agreement. This implies that franchisees should ensure they are not violating any existing agreements when entering into the Aplus Franchise Agreement, as they would be responsible for any resulting damages or legal issues.
A prospective Aplus franchisee should carefully review all existing contracts and legal obligations before signing the Franchise Agreement. It would be prudent to consult with an attorney to ensure compliance and avoid potential conflicts or breaches. While not explicitly required, confirming the absence of conflicting agreements is a crucial step in mitigating future legal and financial risks associated with the franchise.