What constitutes misuse of Apricot Lane's Marks that could result in immediate termination?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
Any failure to comply with this Section 11L (including any failure to comply with the mandatory provisions of the Confidential Operations Manual applicable to the E-Commerce Platform) by Franchisee confers on Franchisor all rights and remedies under this Agreement and applicable law, including the right to permanently terminate this Agreement under Section 18, as well as the right to terminate Franchisee's right to use the E-Commerce Platform under this Section 11L (without affecting any other rights of Franchisee under this Agreement). Any termination of Franchisee's rights under this Section 11L shall be effective on notice thereof after notice of breach (with opportunity to cure) and Franchisee's failure to cure within ten (10) days thereafter. On any termination (for whatsoever reason) or expiration of this Agreement (or termination of Franchisee's right to use the E-Commerce Platform under this Section 11L), Franchisee shall immediately (i) terminate the Provider Agreements (if applicable) and comply with the posttermination obligations thereunder; and (ii) cease use of the E-Commerce Platform, including marketing and sale of any merchandise, and the use of any and all Marks and Content in connection therewith."
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
Based on the 2025 Apricot Lane Franchise Disclosure Document, failure to comply with Section 11L, which includes adhering to the mandatory provisions of the Confidential Operations Manual applicable to the E-Commerce Platform, can result in the termination of the agreement. This includes the right to terminate the franchisee's right to use the E-Commerce Platform.
Specifically, any failure to comply with Section 11L by the franchisee gives Apricot Lane the right to permanently terminate the agreement under Section 18. This also gives Apricot Lane the right to terminate the franchisee's right to use the E-Commerce Platform under Section 11L, without affecting any other rights of the franchisee under the agreement.
Termination of the franchisee's rights under Section 11L becomes effective after notice of breach and failure to cure within ten days. Upon termination or expiration of the agreement, the franchisee must immediately terminate Provider Agreements, cease using the E-Commerce Platform, and stop marketing or selling merchandise, including the use of any and all Marks and Content related to it.