What does the assignee unconditionally assume and accept regarding the Brightstar Care franchised business?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
IGNMENT AND CONSENT AGREEMENT**
| 2024 | 2023 | | |---|---|---| | Office equipment | $ 1,712,982 | $ 1,712,982 | | Technology costs, including internally developed software | 25,478,700 | 22,244,161 | | Website development costs | 1,769,415 | 1,510,147 | | Leasehold improvement | 174,467 | 160,683 | | 29,135,564 | 25,627,973 | | | Less: accumulated depreciation and amortization | (19,922,720) | (17,076,150) | | Property and Equipment, Net | $ 9,212,844 | $ 8,551,823 | NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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- Assignment and Assumption. As of the Hard Closing Date (as defined in #3), Assignor assigns to Assignee all right, title and interest in and to the Franchised Business, including the franchise rights for the Franchised Business. Assignee unconditionally assumes and accepts the Assignment of the Franchised Business, including the franchise rights for the Franchised Business, and agrees to be bound by all duties, obligations, and liabilities of the Assignor related thereto.
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- Signing of Current Form of Franchise Agreement. As a condition of Franchisor's consent to the Assignment, Assignee agrees to sign Franchisor's then-current form of franchise agreement (the "New Franchise Agreement") and the First Addendum to BrightStar Franchising, LLC Agency Franchise Agreement (the "First Addendum"). Assignee acknowledges that the terms and conditions of the New Franchise Agreement may be different from the terms and conditions
of the Old Franchise Agreement. Immediately following the Execution Date, Assignee shall deliver to Franchisor two signed copies of the New Franchise Agreement and First Addendum, along with three executed copies of this Agreement.
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- Termination of Old Franchise Agreement.
Source: Item 23 — RECEIPTS (FDD pages 118–387)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, an assignee in a franchise transfer unconditionally assumes and accepts the assignment of the franchised business. This includes all franchise rights associated with the business. By accepting this assignment, the assignee agrees to be bound by all the duties, obligations, and liabilities of the assignor (the original franchisee) related to the franchise. This means the new franchisee takes on the full responsibility for operating the Brightstar Care business according to the franchise agreement.
As a condition of Brightstar Care's consent to the assignment, the assignee must sign the franchisor's current form of franchise agreement and the First Addendum to the BrightStar Franchising, LLC Agency Franchise Agreement. The assignee acknowledges that the terms and conditions of this new franchise agreement may differ from those of the old agreement. The assignee is required to deliver two signed copies of the new franchise agreement and the First Addendum, along with three executed copies of the assignment agreement, to Brightstar Care immediately following the execution date.
Brightstar Care's consent to the assignment does not waive any rights or release either party under the old or new franchise agreements, nor does it constitute consent for any additional or subsequent transfers or assignments. The willingness of Brightstar Care to allow the sale and acquisition of the franchised business is contingent upon the assignee's agreement to fully comply with all operating and other requirements stated in the new franchise agreement and the Brightstar Care Operations Manual. If the franchised business was not in compliance with these requirements as of the execution date, the assignee must rectify the non-compliance within a specified timeframe. Failure to comply with these requirements, particularly concerning Brightstar Care Agency office standards, key personnel hiring and training, and ABS conversion and usage, by the specified date will be considered a default under the new franchise agreement.