Do the rights and obligations in Article 18 of the Baya Bar Franchise Agreement survive the expiration or termination of the agreement?

According to the 2024 Baya Bar Franchise Disclosure Document, Article 18 outlines the obligations of the franchisee post-termination or expiration of the agreement. Specifically, Section 21.12 of the agreement states that any obligation of the franchisee or any principal that contemplates performance after termination or expiration of the agreement will survive such termination or expiration. This means that certain duties and responsibilities of the franchisee continue even after the franchise agreement is no longer in effect.

These surviving obligations primarily relate to ceasing operations as a Baya Bar franchisee, discontinuing the use of Baya Bar's trademarks and intellectual property, and fulfilling any outstanding financial obligations to Baya Bar and its affiliates. For instance, the franchisee must immediately stop operating the franchised business and cannot identify themselves as a current Baya Bar owner or franchisee. They must also cease using Baya Bar's marks, designs, copyrighted material, and any other intellectual property that suggests an association with Baya Bar.

Furthermore, the franchisee is responsible for paying all sums owed to Baya Bar and its affiliates, which may include damages, costs, and expenses, including reasonable attorney's fees, resulting from any default by the franchisee. This payment obligation creates a lien in favor of Baya Bar against the franchisee's personal property, furnishings, equipment, fixtures, and inventory located at the franchised business at the time of default. Therefore, franchisees should be aware that certain obligations extend beyond the term of the franchise agreement, and they must adhere to these post-termination requirements to avoid potential legal and financial repercussions.