factual

Who can Baya Bar direct to transfer the franchisee's interest in electronic advertising?

Baya_Bar Franchise · 2024 FDD

Answer from 2024 FDD Document

itle, and interest in and to those certain

telephone numbers and regular, classified, internet page, and other telephone directory listings (collectively, the "Telephone Listings") related to the Franchised Business or the Marks.

  • 2.3 Transfer. On Termination of the Franchise Agreement, or on periodic request of Franchisor, Franchisee will immediately:
  • 2.3.1 direct all internet service providers, domain name registries, internet search engines, social media companies, and other listing agencies (collectively, the "Internet Companies") with which Franchisee has Electronic Advertising: (i) to transfer all of Franchisee's interest in such Electronic Advertising to Franchisor; and (ii) to execute such documents and take such actions as may be necessary to effectuate such transfer. In the event Franchisor does not desire to accept any or all such Electronic Advertising, Franchisee will immediately direct the Internet Companies to terminate such Electronic Advertising or will take such other actions with respect to the Electronic Advertising as Franchisor directs; and
  • 2.3.2 direct all telephone companies, telephone directory publishers, and telephone directory listing agencies (collectively, the "Telephone Companies") with which Franchisee has Telephone Listings: (i) to transfer all Franchisee's interest in such Telephone Listings to Franchisor; and (ii) to execute such documents and take such actions as may be necessary to effectuate such transfer. In the event Franchisor does not desire to accept any or all such Telephone Listings, Franchisee will immediately direct the Telephone Companies to terminate such Telephone Listings or will take such other actions with respect to the Telephone Listings as Franchisor directs.
  • 2.4 Appointment; Power of Attorney. Franchisee hereby constitutes and appoints Franchisor and any officer or agent of Franchisor, for Franchisor's benefit under the Franchise Agreement and this Agreement or otherwise, with full power of substitution, as Franchisee's true and lawful attorney-in-fact with full power and authority in Franchisee's place and stead, and in Franchisee's name or the name of any affiliated person or affiliated company of Franchisee, to take any and all appropriate action and to execute and deliver any and all documents that may be necessary or desirable to accomplish the purposes of this Agreement. Franchisee further agrees that this appointment constitutes a power coupled with an interest and is irrevocable until Franchisee has satisfied all of its obligations under the Franchise Agreement and any and all other agreements to which Franchisee and any of its affiliates on the one hand, and Franchisor and any of its affiliates on the other, are parties, including without limitation this Agreement. Without limiting the generality of the foregoing, Franchisee hereby grants to Franchisor the power and right to do the following:
  • 2.4.1 Direct the Internet Companies to transfer all Franchisee's interest in and to the Electronic Advertising to Franchisor, or alternatively, to direct the Internet Companies to terminate any or all of the Electronic Advertising;

Source: Item 22 — CONTRACTS (FDD page 56)

What This Means (2024 FDD)

According to Baya Bar's 2024 Franchise Disclosure Document, Baya Bar can direct internet service providers, domain name registries, internet search engines, social media companies, and other listing agencies with which the franchisee has electronic advertising to transfer all of the franchisee's interest in such electronic advertising to Baya Bar. These entities are collectively referred to as the "Internet Companies."

This transfer can occur upon termination of the Franchise Agreement or upon Baya Bar's periodic request. If Baya Bar does not want to accept the electronic advertising, the franchisee must direct the Internet Companies to terminate the advertising or take other actions as Baya Bar directs.

To ensure Baya Bar can enforce these provisions, the franchisee appoints Baya Bar (or any officer or agent of Baya Bar) as their attorney-in-fact, granting them the power to take actions and execute documents necessary to accomplish the transfer or termination of electronic advertising. This appointment is considered irrevocable until the franchisee fulfills all obligations under the Franchise Agreement and related agreements.

Baya Bar can provide the Internet Companies with a written statement, signed by an officer or agent of Baya Bar, as conclusive proof that the Franchise Agreement has been terminated. Once the Internet Companies transfer the franchisee's interests to Baya Bar, the franchisee has no further interest in or obligations regarding the electronic advertising, although they remain liable to the Internet Companies for any outstanding debts or issues.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.