What does the undersigned agree to be bound by in the Brightstar Care Agreement to be Bound?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
NG, LLC (WE) FRANCHISEE (YOU):
EXHIBIT K
ASSIGNMENT AND CONSENT AGREEMENT
ASSIGNMENT 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. All parties agree that the Old Franchise Agreement is terminated as of the first Monday following the later of 1) Assignee's completion of the required training, or 2) Assignees' receipt of all licenses to enable Assignee to operate the Agency in the same manner as Assignor prior to the Hard Closing (the "Hard Closing Date") with no further force and effect, except for the post-termination obligations identified in Section 12 below.
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- Status of Assignor Following Assignment.
Source: Item 23 — RECEIPTS (FDD pages 118–387)
What This Means (2025 FDD)
According to the 2025 Brightstar Care FDD, in the context of an assignment and assumption agreement, the Assignee (new franchisee) unconditionally assumes and accepts the assignment of the Franchised Business, including all franchise rights. This means the Assignee agrees to be bound by all duties, obligations, and liabilities of the Assignor (previous franchisee) related to the franchise.
As a condition of Brightstar Care's consent to the assignment, the Assignee must sign Brightstar Care's current form of franchise agreement (the "New Franchise Agreement") and the First Addendum. The Assignee acknowledges that the terms of the New Franchise Agreement may differ from the previous agreement. The Assignee is required to deliver two signed copies of the New Franchise Agreement and First Addendum, along with three executed copies of the assignment agreement to Brightstar Care immediately following the Execution Date.
Brightstar Care's willingness to allow the sale and acquisition of the Franchised Business is conditional on the Assignee's agreement to fully comply with all operating and other requirements in the New Franchise Agreement and Brightstar Care's Operations Manual. If the Franchised Business Agency was not compliant as of the Execution Date, the Assignee must correct any non-compliance within a specified timeframe. The Assignee must ensure the Franchised Business fully complies with Brightstar Care Agency office requirements, key personnel hiring and training, and ABS conversion and usage requirements by a specific date. Failure to meet these requirements will be considered a default under the New Franchise Agreement.
In essence, the Assignee is stepping into the shoes of the Assignor, taking on all responsibilities and obligations under the franchise agreement. This includes adhering to current operational standards, rectifying any existing non-compliance issues, and fulfilling all financial and performance-related duties. The Assignee's success is contingent upon their ability to seamlessly transition into the Brightstar Care system and meet all requirements outlined in the New Franchise Agreement and Operations Manual.