What constitutes 'good cause' for Buildingstars to terminate the franchise agreement?

s successors and assigns. In the event of any assignment, sale, merger or change in ownership or structure of BUILDINGSTARS, the resulting entity shall step into the place of BUILDINGSTARS, without any additional consent of or notice to FRANCHISEE, as if the term BUILDNGSTARS were defined in this Agreement to include such entity.

XI. DEFAULT AND TERMINATION

A. Termination by BUILDINGSTARS.

• 1. 30 Day Opportunity to Cure BUILDINGSTARS may at its option, and without prejudice to any other rights or remedies provided for in this Agreement or at law or in equity, terminate this Agreement for "good cause". (Provided that state law permits BUILDINGSTARS to terminate earlier if the "good cause" constitutes a default which is not curable). Without limitation as to other situations, good cause for termination also exists if FRANCHISEE or any guarantor of this Agreement:
  • (1) Does not perform any and all of the lawful terms, conditions, and obligations of this Agreement, or the Confidential Operations Manual; or
  • (2) Commits any other act which constitutes good cause under applicable state law or court decisions; or
  • (3) Engages in any illegal, fraudulent, unfair or deceptive business practice, which, in the opinion of BUILDINGSTARS, adversely affects the operation, maintenance, or goodwill of the franchise; or
  • (4) Fails to operate the Business for a period of three (3) consecutive days without justifiable cause; or
  • (5) Diverts or collects any fees from Customers in violation of Section VI.D., above which provide that customer billings and collections are to be done by BUILDINGSTARS; or
  • (6) Fails to properly service Customers in accordance with BUILDINGSTARS' standards and within the spirit and intent of this Agreement. (By way of illustration and not limitation, a failure to properly service Customers will occur if at least three customer complaints are made regarding the services rendered by the Business within any consecutive ninety day period because of dissatisfaction with services provided by the Business.)

Subject to applicable law and except as otherwise provided in this Agreement, BUILDINGSTARS will give the FRANCHISEE at least ninety (90) days prior written notice of termination, [unless a longer period of time is required or shorter period of time is permitted by applicable state law]. The notice shall state the reason(s) for termination and shall provide that the FRANCHISEE has

thirty (30) days from the date of said notice to correct any claimed deficiency. If the deficiency is corrected within thirty (30) days, the notice shall be void. If the deficiency is not corrected within said thirty (30) day period, BUILDINGSTARS may terminate this Agreement after ninety (90) days from the date of original default notice.

• 1. 10 Day Opportunity to Cure BUILDINGSTARS may also terminate this Agreement for nonpayment of sums due to BUILDINGSTARS or BUILDINGSTARS' Affiliates or suppliers; or failure of FRANCHISEE to open the Business in accordance with the time periods specified in this Agreement. If termination is based on the foregoing, the FRANCHISEE shall be entitled to written notice of default, but BUILDINGSTARS shall [if permitted by applicable law] only be required to grant FRANCHISEE ten (10) days to remedy such default. If the deficiency is not corrected within said ten (10) day period, BUILDINGSTARS may terminate this Agreement after ninety (90) days from the original default notice.
• 1. Without Opportunity to Cure. Notwithstanding anything contained herein to the contrary, if state law permits, BUILDINGSTARS shall be permitted to terminate the franchise immediately upon notice when the basis or grounds for cancellation is: (a) FRANCHISEE or its owners are convicted of a felony or any other criminal misconduct which materially and adversely affects the operation, maintenance, reputation, or goodwill of the franchise; (b) fraudulent activity which materially and adversely affects the operation, maintenance, reputation, or goodwill of the franchise; (c) abandonment of the franchise; (d) bankruptcy or insolvency of the FRANCHISEE; (e) the giving of more than two (2) no account or insufficient funds checks within a twelve-month period; or (f) any other act or omission which permits termination without notice and/or an opportunity to cure under applicable state law.
• B. Termination by FRANCHISEE.

Source: Item 22 — CONTRACTS (FDD page 43)