Does the amendment to the Boulder Designs Franchise Agreement affect the termination rights of the franchisee in Washington?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
ARTICLE 17 - RIGHTS AND DUTIES UPON EXPIRATION OR TERMINATION
Section 17.1 Actions to be Taken
Except as otherwise provided herein, upon termination and non-renewal or expiration, this Agreement and all rights granted herein to Franchisee shall terminate and Franchisee shall:
i. immediately cease to operate the Franchised Business, shutter any office to the public, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or Former Franchisee of Franchisor;
ii. deliver to Franchisor, all information, including any contracts, e-mail transmissions, written memorandums, customer sheets, or any other written or electronic data regarding customer lists or marketing efforts;
iii. refrain from taking any action to reduce the goodwill of Franchisee's Customers or potential Customers, towards Franchisor, other Franchisees or any other aspect of the System;
iv. cease to use the Confidential Information, the System and the Marks including, without limitation, all signs, slogans, symbols, logos, advertising materials, stationery, forms and any other items which display or are associated with the Marks;
v. immediately take such action as may be necessary to cancel or assign to Franchisor, at Franchisor's option, any fictitious or assumed name or equivalent registration filed with state, city or county authorities which contains the name "Boulder Designs" or any other Mark, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within five days after termination or expiration of this Agreement;
vi. pay all sums owing, after the Effective Date of Termination or Expiration of this Agreement through the date that Franchisee completes all post termination obligations required under this Agreement, to Franchisor, and any Affiliate, which may include, but not be limited to, all damages, liquidated damages, costs and expenses, unpaid Royalty Fees, Marketing Fee, Technology Fee, or any other amounts due to Franchisor or any Affiliate within five (5) days after Termination or expiration of this Agreement or the date on which Franchisee completes all post-termination obligations required under this Agreement, whichever occurs first;
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the excerpts provided do not specify how amendments to the Boulder Designs Franchise Agreement might affect a franchisee's termination rights in Washington. While Item 22 generally discusses contract-related matters, including the company's right to reduce obligations under certain covenants and the severability of provisions, it does not directly address the impact of amendments on termination rights, particularly within the context of Washington state law.
Item 22 includes provisions about the franchisee's obligations upon termination, such as ceasing operations, delivering information to Boulder Designs, and refraining from actions that reduce goodwill. However, these stipulations outline the franchisee's responsibilities after termination, rather than detailing the conditions under which Boulder Designs can terminate the agreement or how amendments might alter those conditions.
To fully understand how amendments could affect termination rights in Washington, a prospective Boulder Designs franchisee should carefully review the specific language in the Franchise Agreement and any related addenda, paying close attention to clauses governing termination and amendment procedures. It would also be prudent to consult with a legal professional experienced in franchise law within Washington to assess the potential implications of these provisions.