What is the effect of the franchisee's waiver and release of claims in the Bojangles franchise agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
RELEASE
("Prior Franchisee") hereby releases BOJANGLES OPCO, LLC ("Franchisor") together with its affiliates, officers, directors, shareholders, members, employees and partners, in their corporate and individual capacities, from any and all claims arising under federal, state and local laws, rules, regulations and ordinances and from any and all obligations under or related to the Franchise Agreement and Addendum dated by and between Prior Franchisee and Franchisor (the "Franchise Agreement"), whenever and however arising. Prior Franchisee further agrees to remain liable to Franchisor for all affirmative obligations, covenants, and agreements contained in the Franchise Agreement for two (2) years following the effective date of transfer (or, if transferor retains a purchase money interest in the transferred business, for a period greater than two (2) years, until the interest is extinguished) or for such shorter period as Franchisor may, in its sole discretion, determine. Prior Franchisee agrees to remain liable for three (3) years from the effective date of transfer for those obligations set forth in Paragraph VIII., IX, and X[Verify paragraph references] of the Franchise Agreement. This Release is given in consideration for the consent of Franchisor to the transfer of Prior Franchisee's rights under the Franchise Agreement. This Release sets forth the entire agreement of the parties hereto with respect to the matters herein and all other agreements of the parties, whether oral or written, are superseded hereby. This Release shall inure to the benefit of and be binding in all respects on each party hereto, its successors, assigns, affiliates, officers, directors, shareholders, members, employees and partners. Dated: Dated: [PRIOR FRANCHISEE] BOJANGLES OPCO, LLC [WE MAY USE THIS FORM OR SIMILAR VERSIONS OF THIS FORM IN DIFFERENT TRANSACTIONS]
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to the 2025 Bojangles Franchise Disclosure Document, a Prior Franchisee who is transferring their franchise rights must release Bojangles OpCo, LLC (the franchisor), including its affiliates, officers, directors, shareholders, members, employees, and partners, from all claims. This release covers claims arising under federal, state, and local laws, rules, regulations, and ordinances, as well as obligations related to the Franchise Agreement. This means the Prior Franchisee gives up the right to sue Bojangles for any past issues related to the franchise.
However, the Prior Franchisee remains liable to Bojangles for all affirmative obligations, covenants, and agreements in the Franchise Agreement for two years after the transfer date. This period could be longer if the transferor retains a purchase money interest in the business until that interest is extinguished. The Prior Franchisee also remains liable for three years from the transfer date for obligations related to specific paragraphs (VIII, IX, and X) of the Franchise Agreement.
This release is a condition for Bojangles' consent to the transfer of the franchise rights. The document states that it represents the entire agreement between the parties regarding these matters, superseding any prior oral or written agreements. Bojangles indicates that they may use this form or similar versions in different transactions. This type of release is common in franchise transfers to ensure that the franchisor is not subject to future claims arising from the previous franchisee's operation of the business.