What is a Bft franchisee required to do if they breach the representations and warranties?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Remedies.
In connection with the foregoing representations and warranties, the parties to this Agreement further agree as follows:
(1) If Franchisor concludes, in its sole opinion, that a breach of any of the foregoing representations and warranties has occurred or is likely to occur, Franchisor may, in addition to any other rights it has under this Agreement or under Applicable Laws:
a. withhold further payments under this Agreement until such time as it has received confirmation to its satisfaction that no breach has occurred or is likely to occur;
b. amend this Agreement as necessary to avoid a violation of law; and
c. terminate this Agreement upon written notice.
(2) In the event of a breach of any of the representations and warranties in this Agreement, any claims for payment by Franchisee, including claims for services previously rendered, shall be void to the extent permitted by law.
Franchisee shall further indemnify and hold Franchisor harmless against any and all claims, losses or damages arising from or related to such breach.
- (3) Franchisor shall not be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any applicable anticorruption laws.
- C. Annual Certification. On Franchisor's request, by the 10th of January each calendar year during the Term, Franchisee shall, in writing to Franchisor, certify the continuation of the representations and warranties contained in this Section and its compliance with the obligations set forth in this Section.
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, if a franchisee breaches any of the representations and warranties in the agreement, several consequences may occur. Bft has the right to withhold further payments to the franchisee until they receive confirmation that no breach has occurred or is likely to occur. Bft can also amend the agreement as necessary to avoid a violation of law, or terminate the agreement with written notice.
Additionally, any claims for payment by the franchisee, including claims for services previously rendered, will be void to the extent permitted by law. The franchisee is also required to indemnify and hold Bft harmless against any claims, losses, or damages arising from or related to such a breach.
Furthermore, Bft is not obligated to take any action that it believes, in good faith, would cause it to violate any applicable anti-corruption laws. On Bft's request, by January 10th of each year during the term of the agreement, the franchisee must certify in writing the continuation of the representations and warranties and their compliance with the obligations set forth in the relevant section of the agreement.