factual

Under what circumstances do obligations survive the termination or expiration of the Belocal franchise agreement?

Belocal Franchise · 2025 FDD

Answer from 2025 FDD Document

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  • H. Survival. Any obligation of Franchisee or the Principals that contemplates performance of such obligation after termination or expiration of this Agreement or the transfer of any interest of Franchisee or the Principals therein shall be deemed to survive such termination, expiration, or transfer. Without limitation of the foregoing, the provisions of Section 14. are intended to benefit and bind certain third-party non-signatories and shall continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination.
  • I. Interpretation. All references herein to the masculine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or plural, where applicable. Without limiting the obligations individually undertaken by the Principals under this Agreement, all acknowledgments, promises, covenants, agreements, and obligations made or undertaken by Franchisee in this Agreement shall be deemed to have been jointly and severally undertaken by all of the Principals. No term of this Agreement shall be deemed to restrict Franchisee's ability to communicate with government agencies and officials regarding the Franchised Business.
  • J. Remedies Cumulative. All rights and remedies of the parties to this Agreement are cumulative and not alternative, in addition to and not exclusive of any other rights or remedies which are provided for herein or which may be available at law or in equity in case of any breach, failure, or default or threatened breach, failure, or default of any term, provision, or condition of this Agreement or any other agreement between Franchisee or any of its affiliates and Franchisor or any of its affiliates. The rights and remedies of the parties to this Agreement shall be continuing and shall not be exhausted by any one or more uses thereof and may be exercised at any time or from time to time as often as may be expedient; and any option or election to enforce any such right or remedy may be exercised or taken at any time and from time to time. The expiration, earlier termination, or exercise of Franchisor's rights pursuant to Section 10. of this Agreement shall not discharge or release Franchisee or any of the Principals from any liability or obligation

then accrued, or any liability or obligation continuing beyond, or arising out of, the expiration, the earlier termination, or the exercise of such rights under this Agreement. Additionally, Franchisee and the Principals shall pay all court costs and reasonable attorneys' fees and costs incurred by Franchisor in obtaining any remedy available to Franchisor for any violation of this Agreement.

  • K. No Third-Party Beneficiary. Except as expressly provided to the contrary herein, nothing in this Agreement is intended to confer, nor shall anything in this agreement be deemed to confer, any rights or remedies under or as a result of this Agreement upon any person or legal entity other than Franchisee, Franchisor, the Indemnitees and such of Franchisee's and Franchisor's respective successors and assigns as may be contemplated (and, as to Franchisee, authorized by Section 9.).
  • L. Further Assurances. The parties shall promptly execute and deliver such further documents and take such further action as may be necessary in order to effectively carry out the intent and purposes of this Agreement.
  • M. Agreement Effective Upon Execution by Franchisor. This Agreement shall not become effective until signed by an authorized representative of Franchisor.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates set forth below, each intending to be legally bound by its terms.

N2 Franchising, Inc. [Insert name of Franchisee entity here] JP Hamel, CEO Title: Date:

ATTACHMENT A DEFINITIONS

"Franchise Brand Standards Manual" means Franchisor's confidential operations manual, which may consist of one or more manuals, containing Franchisor's mandatory and suggested standards, specifications, and operating procedures relating to the operation of the Franchised Business and Franchisee's obligations under this Agreement. The term also includes alternative or supplemental means of communicating information to Franchisee, including bulletins, video files, audio files, CD ROMs, and electronic communications.

"Advertising Value" means the greater of (1) the minimum market value of each ad, as Franchisor or its affiliate determines, in its sole discretion; (2) the contract price for which the print advertising actually sold, which Franchisee can determine; (3) the cash value of services that Franchisee barters in exchange for print advertising; or (4) the combined amount/value of (2) and (3), if applicable.

An "affiliate" of a named person is any person or entity that is controlled by, controlling or under common control with such named person, and includes parents and subsidiaries of the named person.

"Business Day" means each day other than a Saturday, Sunday, federal U.S. holiday, or any other day on which the Federal Reserve is not open for business in the United States.

"Cash Received" means all revenue actually received by Franchisor or its affiliates from advertisers, Communities, Industry Groups, or other parties under the terms of an Advertising Contract or any other form of agreement or contract related to the Publication.

"Commission" the Franchisee will receive for each of the N2 publications it manages, including the Publication, is calculated as follows:

  • (i) For any print advertisement Franchisee sells for inclusion in the Publication, the amount equal to the total Cash Received for the Publication in the applicable month;

Source: Item 22 — CONTRACTS (FDD page 71)

What This Means (2025 FDD)

According to Belocal's 2025 Franchise Disclosure Document, certain obligations of the franchisee and its principals continue even after the franchise agreement terminates or expires. These surviving obligations generally relate to actions that must occur after the agreement ends, such as financial responsibilities and protecting Belocal's interests.

Specifically, any obligation that requires performance after the termination or expiration of the agreement will survive. This includes the provisions in Section 14, which are intended to benefit and bind certain third-party non-signatories. When a franchise agreement is transferred, the transferor and their principals remain bound by the provisions of the Franchise Agreement that by their nature survive termination, including confidentiality, non-solicitation, and noncompetition; payment of debts and taxes; indemnification; and the post-term obligations set forth in Section 11 of the Franchise Agreement. They also remain bound by the dispute resolution provisions in Section 14.

Prior to the expiration or termination of the agreement, the franchisee must comply with Belocal's instructions for winding down operations and cooperate in good faith with Belocal. Franchisees are obligated to continue operating the business until the transfer or expiration date. If a franchisee abandons the business or fails to comply with wind-down procedures, they will be in default and may be charged Wind-Down Damages. These damages are the greater of six months' worth of the average Royalty the franchisee paid for the prior 12 months or $2,500.

These survival clauses are typical in franchise agreements to protect the franchisor's brand, trade secrets, and customer relationships even after a franchisee exits the system. Prospective Belocal franchisees should carefully review these sections of the Franchise Agreement to understand the full scope of their responsibilities both during and after the franchise term.

Disclaimer: This information is extracted from the 2025 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.