Where is the definition of 'transfer' located within the Bambu MUD Agreement?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
- 5.2. Assignment by Franchisee. Because the rights granted herein are personal to Franchisee, Franchisee shall not transfer, assign or convey this MUD Agreement or any interest hereunder without Bambu's prior written consent which consent shall not be unreasonably withheld if Franchisee complies with the transfer provisions of the Franchise Agreement most recently executed by Bambu and Franchisee, which provisions shall be deemed to be incorporated herein by reference. Bambu reserves the right to require the transferee to sign the then-current form of MUD Agreement with materially different terms and conditions that may be negotiated between the parties depending on the circumstances of the transfer. Franchisee is prohibited from granting a subfranchise hereunder. As used in this MUD Agreement, the term "transfer" shall have the meaning set forth in the Franchise Agreement most recently signed by Bambu and Franchisee. In addition to any conditions contained in this MUD Agreement, the conditions for Bambu's approval of any transfer shall be the same as the conditions contained in the Franchise Agreement most recently executed by Bambu and Franchisee, which provisions shall be deemed to be incorporated herein by reference.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, the definition of the term "transfer" within the context of the MUD (Multi-Unit Development) Agreement is explicitly referenced within Section 5.2, titled "Assignment by Franchisee." However, the actual definition is not provided directly in this section. Instead, it states that the term "transfer" shall have the meaning set forth in the Franchise Agreement most recently signed by Bambu and the franchisee.
This means that to understand the full scope and implications of what constitutes a "transfer" under the MUD Agreement, a prospective franchisee must refer to the most recent Franchise Agreement they have with Bambu. This interlinking of agreements is a common legal practice, but it requires careful review of both documents to fully understand the obligations and restrictions related to transferring rights or interests.
For a potential Bambu franchisee, this highlights the importance of thoroughly reviewing both the MUD Agreement and the Franchise Agreement, paying close attention to the definitions and conditions surrounding transfers. Understanding these provisions is crucial, as they dictate the process, requirements, and any associated fees for transferring the MUD Agreement or franchise rights to another party. It also clarifies that the conditions for Bambu's approval of any transfer are the same as those contained in the Franchise Agreement most recently executed.