What is the Browns Chicken franchisee's obligation regarding compliance with the franchise agreement?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Brown and Franchisee shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant herein, or to declare any breach thereof to be a default and to terminate the Franchise prior to the expiration of its term), by virtue of any custom or practice of the parties at variance with the terms hereof; any failure, refusal, or neglect of Brown or Franchisee to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder, including, without limitation, any mandatory specification, standard or operating procedure; any waiver, forbearance, delay, failure or omission by Brown to exercise any right, power or option, whether of the same, similar or different nature, with respect to any other BROWN'S Store; or the acceptance by Brown of any payments from the Franchisee after any breach by Franchisee of this Agreement.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to Browns Chicken's 2025 Franchise Disclosure Document, the franchisee is obligated to comply with every aspect of the franchise agreement. Browns Chicken retains the right to demand strict adherence to all terms, conditions, and covenants outlined in the agreement. This includes the right to declare any breach as a default and subsequently terminate the franchise before its intended expiration date.
Browns Chicken's ability to waive or reduce obligations for the franchisee is explicitly unilateral and at their discretion. Any waiver granted by Browns Chicken is subject to ongoing review and can be revoked at any time, for any reason, with just ten days' prior written notice to the franchisee. This ensures that Browns Chicken maintains control over the standards and operations of its franchises.
The franchise agreement specifies that Browns Chicken's failure to enforce any right or insist on compliance does not constitute a waiver of those rights. This means that even if Browns Chicken does not always enforce every rule, they still retain the right to do so at any time. The franchisee cannot assume that past leniency will continue, and Browns Chicken can demand strict compliance with all aspects of the agreement, including operational procedures and payment schedules.
Furthermore, the guarantee and assumption of obligations section in the franchise agreement ensures that the franchisee will punctually pay and perform each and every undertaking, agreement, and covenant set forth in the agreement. The franchisee also agrees to be personally bound by, and personally liable for the breach of, each and every provision in the agreement, both monetary obligations and obligations to take or refrain from taking specific actions or to engage or refrain from engaging in specific activities.