Does the Azal Coffee Franchise Agreement supersede prior agreements?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
- 2. Termination of Franchise Agreement. You and we agree that the Franchise Agreement is terminated as of the effective date of this Agreement.
- Release. As a condition to our consent to your transfer to the Buyer, you release and forever discharge us and our representatives, owners, employees, officers, agents and assigns from all liability, right, claim, debt and cause of action whatsoever, known or unknown, suspected or unsuspected, which you ever had, now have or may have at any time based on any agreement entered into between the parties on or before the date of this Agreement or based on any act or omission occurring on or before the date of this Agreement; provided, that nothing contained in this Section will affect your rights and obligations under this Agreement.
- 4. Your Duties. Effective on the date of this Agreement, and except as may be authorized by any other franchise agreement between us and you, your rights to use the Intellectual Property and the Franchise Systems and all other rights associated with being an authorized Azal Coffee franchisee will cease and, you must do the following:
- (a) You must immediately and permanently discontinue the use of the Intellectual Property, the Confidential Information, the Franchise Systems, and any trademarks, names, and logos similar to the Franchise Marks or Trade Dress, and any other materials that may, in any way, indicate that you are or were an Azal Coffee franchisee, or in any way associated with us.
- (b) Except as assumed by the Buyer, you must immediately discontinue all advertising placed or ordered. Except as transferred to the Buyer, you must remove and deliver to us all sign faces, advertising and promotional material, letterhead, forms, and any other items containing the Intellectual Property or the Confidential Information. You are responsible for the cost of sign and other identification removal and the cost of shipping signs and other materials to us.
- (c) You must cease using the Brand Standards Manual, the Confidential Information, Intellectual Property, and all other proprietary business information provided by us and, except as transferred to the Buyer, must return to us all copies of the Brand Standards Manual, the Confidential Information, Intellectual Property, and other bulletins
Source: Item 22 — CONTRACTS (FDD page 51)
What This Means (2024 FDD)
According to the 2024 Azal Coffee Franchise Disclosure Document, the Franchise Agreement is terminated as of the effective date of the new agreement. This means that any previous agreements between the franchisee and Azal Coffee are no longer in effect once the new Franchise Agreement takes effect.
As a condition of Azal Coffee's consent to the transfer of the franchise to a buyer, the franchisee must release Azal Coffee from any liability, right, claim, debt, or cause of action they ever had, now have, or may have at any time based on any agreement entered into between the parties on or before the date of the new agreement, or based on any act or omission occurring on or before the date of the new agreement. However, this release does not affect the franchisee's rights and obligations under the new agreement.
Upon termination of the Franchise Agreement, the franchisee's rights to use Azal Coffee's intellectual property and franchise systems cease, and they must discontinue using the intellectual property, confidential information, franchise systems, trademarks, names, and logos associated with Azal Coffee. The franchisee must also discontinue all advertising, remove and return all materials containing Azal Coffee's intellectual property, and cease using the Brand Standards Manual and other proprietary business information.