Does the release and indemnity clause in the Atwell Suites Participation Agreement survive the termination of the agreement?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Survival.
Except as otherwise specifically stated herein, any terms of this Participation Agreement that by their nature extend beyond its termination shall remain in effect until fulfilled after any such termination and shall apply to the parties' respective successors and assigns.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites FDD, the Participation Agreement contains a clause addressing the survival of terms beyond termination. Specifically, any terms within the Participation Agreement that, by their very nature, are meant to extend beyond the agreement's termination will remain in effect after the agreement ends. These terms will continue to apply to both parties and their respective successors and assigns until they are fulfilled.
This means that certain obligations and responsibilities outlined in the Participation Agreement, such as those related to indemnity, may continue even after the agreement is no longer active. This ensures that any lingering issues or liabilities that arise due to actions taken during the agreement's term are still addressed appropriately.
For a prospective Atwell Suites franchisee, this clause highlights the importance of understanding the long-term implications of the Participation Agreement. It's crucial to carefully review which terms are designed to survive termination and to fully grasp the responsibilities that will extend beyond the active period of the agreement. Consulting with legal counsel to clarify these obligations is advisable to avoid potential future liabilities.