What is the relationship between the Assignor and Assignee in the context of the Beard Papas franchise agreement?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
g)
COLLATERAL ASSIGNMENT OF LEASE
(for the benefit of Muginoho International, Inc. and its assigns)
| For Value Received, the undersigned ("Assignor") hereby assigns and transfers to Muginoho International, |
|---|
| Inc. |
| ("Assignee"), all of Assignor's right, title and interest as tenant in, to and under a certain lease, a copy |
| of which is attached hereto as Exhibit "A" |
| (the "Lease") for the following premises (the "Leased |
| Premises"): |
This Assignment is for collateral purposes only and except as may be otherwise expressly stated and specified herein under no circumstance shall Assignee have any liability or obligation under the Lease and/or Leased Premises, unless: (a) Assignee provides an express written statement that is addressed to Assignor and the landlord for the Leased Premises, is delivered by Assignee to Assignor and the landlord for the Leased Premises, is signed by an officer of Assignee, and that expressly states that Assignee is assuming all rights and interests in and to the Lease pursuant to this Assignment; and (b) Assignee takes possession of the Leased Premises pursuant to the terms hereof, and Assignee assumes the obligations of
Assignor represents that Assignor possesses full power and authority to enter into this Assignment and that at no time prior to executing this Assignment has Assignor assigned and/or transferred Assignor's interests and/or rights in or to the Lease and/or the Leased Premises.
Assignor under the Lease.
Assignee has the right and possesses full power and authority to take possession of the Leased Premises, to eject and expel Assignor from possession and occupancy of the Leased Premises and to terminate Assignor's right, title and interest in and to the Lease in the event of: (a) a default by Assignor under the terms of the Lease and Assignor's failure to timely cure such default, assuming that such default is capable of curing; (b) a default by Assignor (in Assignor's capacity as a Beard Papa's Shop franchisee) under the terms and conditions of the Beard Papa's Shop Franchise Agreement between Assignor, as franchisee, and Assignee, as franchisor (the "Franchise Agreement"), and Assignor's failure to timely cure such default, assuming that such default is capable of curing; (c) upon default of any agreement supporting or guaranteeing the Franchise Agreement; or (d) the expiration or termination of the Franchise Agreement.
Assignor agrees that Assignor will not and shall not permit, grant or suffer any termination, surrender or modification of the Lease without the prior written consent of Assignee. Throughout the term of the Franchise Agreement, Assignor shall elect and exercise all options to extend the term of or renew the Lease not less than 120 days prior to the last day that the option must be exercised unless Assignee otherwise agrees in writing. Should Assignor fail to comply with the foregoing, Assignor does hereby appoint Assignee (subject to Assignees acceptance and invocation of such right) to act on behalf of Assignor for the purpose of effectuating extensions and renewals of the Lease.
Source: Item 23 — RECEIPTS (FDD pages 58–275)
What This Means (2025 FDD)
According to the 2025 Beard Papas Franchise Disclosure Document, the relationship between the Assignor and Assignee is defined within the context of the franchise agreement, particularly concerning the lease and digital media accounts. The Assignor, in this case, is the franchisee who is granting certain rights to the Assignee, which is Beard Papas as the franchisor.
Specifically, the assignment of the lease is for collateral purposes, meaning Beard Papas, as the Assignee, generally does not assume liability under the lease unless it provides a written statement to both the franchisee (Assignor) and the landlord, explicitly stating its assumption of the lease and takes possession of the premises. Beard Papas has the power to take possession of the leased premises and terminate the franchisee's rights to the lease under certain conditions, such as a default by the franchisee under the lease or the franchise agreement.
Regarding digital media, the assignment ensures that upon termination or expiration of the franchise agreement, Beard Papas, as the Assignee, gains control over the franchisee's digital media accounts. This transfer is designed to be easily facilitated and recognized by third parties. However, the agreement clarifies that the assignment does not imply Beard Papas' ownership of the digital media, and the terms of the franchise agreement take precedence in case of any conflict. The utilization of this assignment is at the sole discretion and benefit of Beard Papas.