What is the maximum frequency that Baya Bar can request a franchisee to refurbish their location for Trade Dress Modifications?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
not limited to, the adoption and use of new exterior building designs, new interior decors, new color schemes, new or modified marks, and new furnishings (collectively, "Trade Dress Modifications").
- 9.4.2 No more than once in a five (5)-year period, at Franchisor's request, Franchisee shall refurbish the Franchised Business location at Franchisee's sole expense, as required by Franchisor, to conform to Trade Dress Modifications. This includes, without limitation, structural changes, remodeling, redecoration, and modifications to existing improvements. Notwithstanding the foregoing restriction on the frequency of Trade Dress Modifications, Franchisee, upon notice by Franchisor and in accordance with Section 14.6 hereof, shall immediately discontinue the use of any Mark that is no longer desirable or available to Franchisor and substitute a different Mark or Marks as Franchisor directs.
- 9.4.3 Franchisee will accept, use and display any such Trade Dress Modifications as if they were a part of this Franchise Agreement at the time of execution hereof.
- 9.5 No Liability/Waiver of Claims. Franchisor shall not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any of the modifications, including Trade Dress Modifications, required by this Article 9. Franchisee hereby covenants not to commence or join in any litigation or other proceeding against Franchisor or any third party, complaining of any such or seeking expenses, losses or damages caused thereby.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, Baya Bar can request a franchisee to refurbish their location to conform to Trade Dress Modifications no more than once in a five-year period. These modifications can include structural changes, remodeling, redecoration, and modifications to existing improvements, all at the franchisee's sole expense. This means a franchisee should be prepared to invest in updates to their Baya Bar location every five years to keep the location aligned with the brand's current image.
While Baya Bar can only mandate full refurbishments every five years, the agreement stipulates that franchisees must immediately discontinue the use of any Mark that is no longer desirable or available to Baya Bar and substitute a different Mark or Marks as Baya Bar directs, regardless of the refurbishment schedule. This implies that franchisees may need to make smaller, more frequent changes to signage or branding elements beyond the major refurbishments.
It is important to note that Baya Bar is not liable for any expenses, losses, or damages sustained by the franchisee as a result of these modifications. The franchisee also agrees not to take any legal action against Baya Bar regarding these required changes. This places the financial burden and risk of trade dress modifications entirely on the franchisee, making it crucial to budget for these expenses and understand the potential impact on profitability.