What is the nature of the relationship between Bor Restoration and its franchisees, as defined in the franchise agreement?
Bor_Restoration Franchise · 2024 FDDAnswer from 2024 FDD Document
| © 2024 All rights reserved BOR Franchising, LLC Gen 3-30-24 | ||
| 73 |
Initials Initials
EXHIBIT 5 COLLATERAL ASSIGNMENT OF CONTACT AND ELECTRONIC INFORMATION
| © 2024 All rights reserved BOR Franchising, LLC Gen 3-30-24 | 74 | ||
|---|---|---|---|
| Initials | |||
| Initials |
COLLATERAL ASSIGNMENT OF CONTACT AND ELECTRONIC INFORMATION
| This Collateral Assignment of Contact and Electronic Information (Agreement) is made as of the date that it is signed by all Parties (Effective Date) between BOR Franchising, LLC (Franchisor) and (Franchisee). Any capitalized term not |
|---|
| defined herein has the meaning set forth in the Franchise Agreement. |
| RECITALS |
| On, 20, Franchisor and Franchisee executed a "Franchise |
| Agreement." As part of the Franchise Agreement, the Franchisee agreed that upon the expiration, Transfer, |
| or termination of the Franchise Agreement, the Franchisor would have the right, title, |
| and |
| interest in and to |
| all contact and electronic information relating to the Franchisee's Business |
| and to ensure |
| that the Franchisor |
| that it will have such rights, the Parties have agreed to enter into this Agreement. |
| NOW THEREFORE, for and in consideration of the covenants found in the Franchise Agreement |
| and for other good and valuable consideration, |
| the adequacy of which is admitted by all Parties |
| hereto, it is |
| agreed as follows: |
| COVENANTS |
| 1. |
| Franchisee acknowledges that, as between Franchisor, |
| Franchisee, the public, |
| and any other |
| Person, the Franchisor has the sole rights to and interest in all telephone, telecopy or facsimile machine |
| numbers, directory listings, URL's web page identifiers, blog, vlogs, email addresses, and social network |
| addresses (including Twitter and Facebook), that are associated with any Mark |
| and assigns all of the same |
| to Franchisor under this Agreement. |
| 2. |
| To the extent necessary to enforce this Agreement, Franchisee appoints Franchisor and any |
| of its officers, as Franchisee's attorney-in-fact |
| (coupled with an interest,) |
| to direct the telephone company, |
| all telephone directory publishers, any electronic transfer agency, any URL or webpage host, and any other |
| electronic business, company, transfer agent, host, webmaster, and the like to transfer to the Franchisor all |
| telephone, facsimile machine numbers, and directory listings, and all electronic listings, |
| web pages, social |
| network pages or identities (including Twitter |
| and FaceBook), URL's, blogs, vlogs, "handles", email |
| addresses and the like that are owned by Franchisee or that relate to the Franchisee's Franchised Business, |
| and any party named herein may accept such direction under this Agreement |
| as conclusive of Franchisor's |
| exclusive rights in and to such information, site, URL, electronic media, telephone numbers, directory |
| listings and the like and Franchisor's authority to direct their transfer. To |
| the extent that any Person |
| identified above or the law of the state in which such Person is located requires special language to enforce |
| the Franchisor's rights as the attorney-in-fact or requires a special form, Franchisee will execute such |
| additional form or will add such language to this Agreement. |
| 3. |
| This Agreement is only effective at such time as the Franchise Agreement expires, is |
| transferred, or is terminated and then only if the Franchisee fails or refuses to make the necessary |
| assignments as contemplated by this Agreement. |
| 4. |
| The Recitals are incorporated into this Agreement by this reference. |
| Done as of the Effective Date. |
Source: Item 23 — Receipts (FDD pages 40–202)
What This Means (2024 FDD)
According to Bor Restoration's 2024 Franchise Disclosure Document, the relationship between Bor Restoration and its franchisees is defined by the franchise agreement. Several clauses within the provided excerpts highlight key aspects of this relationship. Specifically, upon the expiration, transfer, or termination of the franchise agreement, Bor Restoration retains the rights to all contact and electronic information related to the franchisee's business. This is further reinforced by the franchisee's acknowledgement that Bor Restoration possesses sole rights and interest in all telephone numbers, directory listings, URLs, web pages, email addresses, and social network addresses associated with any mark.
To ensure Bor Restoration can enforce these rights, the franchisee appoints Bor Restoration as their attorney-in-fact, granting them the authority to direct telephone companies, directory publishers, electronic transfer agencies, URL hosts, and other electronic businesses to transfer all relevant information to Bor Restoration. This appointment is coupled with an interest, meaning it is irrevocable and tied to Bor Restoration's rights under the agreement. This arrangement becomes effective only when the franchise agreement expires, is transferred, or is terminated, and only if the franchisee fails or refuses to make the necessary assignments as contemplated by the agreement.
Furthermore, Bor Restoration requires franchisees to consent to credit history checks both during the application process and throughout the term of the franchise agreement. Franchisees also agree to release and indemnify Bor Restoration from any liability, expenses, or claims resulting from background investigations related to their application and performance as a franchisee. Any false or misleading information provided by the franchisee can render their application void or result in the termination of the franchise. These stipulations underscore the level of control and oversight Bor Restoration maintains over its franchisees, emphasizing the importance of transparency and adherence to the agreement's terms.