Does the Bevaris Alliance agreement specify any conditions under which the survival clauses would not apply?
Bevaris_Alliance Franchise · 2024 FDDAnswer from 2024 FDD Document
- 19.1 Survival. On termination or expiration of this agreement for any reason:
- (a) Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiration of this agreement, including clause 19, clause 20, clause 21, clause 22, clause 23, clause 24, clause 27.2, clause 27.3, clause 27.9, clause 27.13, clause 27.14, or clause 27.15 shall remain in full force and effect; and
- (b) Clause 19, clause 20, clause 21, clause 22, clause 23, clause 24, clause 27.2, clause 27.3, clause 27.9, clause 27.13, clause 27.14, and clause 27.15 shall continue in force for a period of twenty four (24) months and subject to this clause 19, the parties shall have no further obligations under this agreement.
- 19.2 Accrued rights. Any termination or expiration of this agreement shall not affect any rights or liabilities that have accrued prior to such termination.
- 19.3 Cessation of business. On termination or expiration of this agreement for any reason, the Franchisee and the Individual shall:
- (a) immediately pay the Franchisor the full amount of all sums due from the Franchisee to the Franchisor together with any interest payable in accordance with clause 25.2;
- (b) cease to operate the Franchisee's Business and System and cease to trade under any of the Trademarks, and not hold the Franchisee out as a franchisee of the Franchisor or do anything that may indicate any relationship between them and the Franchisor;
- (c) not make or receive telephone calls in connection with the Branded Business;
- (d) immediately stop using the Intellectual Property, including the Trademarks;
Source: Item 23 — RECEIPT (FDD pages 22–88)
What This Means (2024 FDD)
According to the 2024 Bevaris Alliance Franchise Disclosure Document, the franchise agreement outlines specific clauses that remain in effect even after the termination or expiration of the agreement. Clause 19.1(a) states that any provision intended to continue after termination, including clauses 19 through 24, and clauses 27.2, 27.3, 27.9, 27.13, 27.14, and 27.15, will remain fully effective. Furthermore, clause 19.1(b) specifies that these clauses will remain in force for 24 months following termination, after which the parties generally have no further obligations under the agreement, subject to the conditions outlined in clause 19.
Termination or expiration of the Bevaris Alliance agreement does not impact any rights or liabilities that accrued before the termination, as stated in clause 19.2. Upon termination, the franchisee must immediately pay all outstanding sums due to Bevaris Alliance, including any interest. The franchisee must also cease operating the franchised business, stop using Bevaris Alliance's trademarks, and discontinue any activities that might suggest a relationship with Bevaris Alliance.
In practical terms, this means that even after a Bevaris Alliance franchise agreement ends, certain obligations and restrictions continue to bind the franchisee. These 'survival clauses' typically cover aspects like non-compete agreements, confidentiality, and intellectual property protection, ensuring that the franchisee cannot exploit Bevaris Alliance's proprietary information or business methods to their advantage after the franchise relationship concludes. Franchisees should carefully review these clauses to understand the full scope of their post-termination responsibilities and potential liabilities.