What must the parties agree to do during negotiations with Azal Coffee?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
- 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)
Based on the 2024 Azal Coffee Franchise Disclosure Document, if a franchisee is transferring their franchise to a new buyer, the franchisee must agree to release Azal Coffee from any liabilities, rights, claims, debts, or causes of action they may have against them. This release covers any agreements entered into before the date of the transfer agreement and any actions or omissions that occurred before that date. However, the franchisee's rights and obligations under the current Franchise Agreement remain in effect.
Furthermore, the franchisee must agree to cease using Azal Coffee's intellectual property, confidential information, and franchise systems, unless the buyer assumes these rights. This includes discontinuing the use of trademarks, names, and logos associated with Azal Coffee. The franchisee is also responsible for discontinuing advertising, removing signage, and returning all materials containing Azal Coffee's intellectual property and confidential information, bearing the costs for removal and shipping.
In essence, these agreements ensure a clean break between the transferring franchisee and Azal Coffee, protecting the brand's intellectual property and ensuring a smooth transition to the new franchisee. This is a fairly standard practice in franchising, as franchisors need to maintain brand consistency and protect their proprietary information when a franchise changes hands.