What continuing obligations of a Buff City Soap developer survive the expiration or termination of the agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
ion, including without limitation, copies of the Manuals and any other proprietary or confidential materials that Franchisor has loaned to Franchisee.
- (d) Disassociation in Communication Methods. Franchisee will assign to Franchisor (or its designee) or cancel any electronic mail address, domain name, search engine, website, or Social Media account that associates Franchisee with Franchisor, the Makery, System, or Marks. Franchisee will notify the telephone company and all telephone directory publishers of the expiration or termination of Franchisee's right to use any telephone, telecopy, or other numbers and any telephone directory listings associated with any Mark, authorize the transfer of such numbers and directory listings to Franchisor, or, at Franchisor's direction, instruct the telephone company to forward all calls made to Franchisee's telephone numbers to numbers Franchisor specifies.
- (e) Other De-Identification Obligations. Franchisee will promptly and at its own cost and expense make such alterations as Franchisor specifies in the Manuals or otherwise to distinguish the Makery clearly from its former appearance and from other Makeries so as to prevent confusion therewith to the public. Within 30 days from the effective date of expiration or termination of this Agreement, Franchisee will deliver to Franchisor all Buff City Soap Property and all other signs, sign-faces, sign-cabinets, advertising and promotion materials, forms and other materials containing any Mark or otherwise identifying or relating to a Makery and allow Franchisor, without liability to Franchisee or third parties, to remove all such items from the Makery. Franchisee will furnish to Franchisor, within 30 days from the effective date of expiration or termination of this Agreement, with evidence satisfactory to Franchisor of its compliance with the foregoing obligations. (f) Restrictive Covenants and Continuing Obligations. Franchisee will comply with the restrictive covenants set forth in this Agreement. Franchisee's (and its Affiliates' and Principals') obligations which expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until such obligations are satisfied in full or by their nature expire.
22. FRANCHISOR'S OPTION TO PURCHASE MAKERY.
- (a) Upon expiration or termination of this Agreement, Franchisor has the option, exercisable by giving written Notice to Franchisee within 60 days from the effective date of expiration or termination, to purchase the Makery as a going concern or the Operating Assets, as applicable, according to the Purchase Terms and Conditions set forth in Exhibit H, as may be amended by Franchisor from time to time, including the fee simple or leasehold interest in the Premises (subject to landlord's consent). Franchisor has the unrestricted right to assign this option.
- (b) If Franchisor does not exercise its option to purchase under this Section 22, Franchisor will provide written notice to Franchisee to immediately and permanently cease to use, in any manner whatsoever, (1) the Standards and any other confidential methods, procedures and techniques associated with the System; (2) all of the Marks, trade names; and (3) all business forms, advertising and promotional materials, slogans, signs, symbols and devices associated with the System and otherwise comply with Franchisee's post-term covenants and obligations set forth in Section 21.
In such case, Franchisee may sell, lease, sublease or assign the Lease for the Makery Premises to a third-party purchaser, provided that Franchisee's agreement with such purchaser includes a covenant by the purchaser that is expressly enforceable by Franchisor as a third-party beneficiary whereby the purchaser agrees, for a period of two years after the expiration or termination of this Agreement, not to use the Premises for the operation of a Competitive Business.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, several obligations continue even after the franchise agreement expires or is terminated. These include compliance with restrictive covenants, such as non-compete agreements, which prevent the franchisee from engaging in any competitive business within a specified area for a certain period.
Specifically, the franchisee must not divert business from existing Buff City Soap locations, perform actions harmful to the brand's goodwill, or be involved with any competitive business within the territory or within three miles of any Buff City Soap location. This restriction applies for two years following the agreement's expiration or termination.
Additionally, the franchisee is obligated to alter the former Buff City Soap Makery to clearly distinguish it from other locations to avoid public confusion. The franchisee must also return all Buff City Soap property, including signs and promotional materials, to the franchisor within 30 days of termination or expiration. The franchisee must also provide evidence of compliance with these obligations to Buff City Soap within the same 30-day period.