Does the Bumper Man franchise agreement confer rights to individuals not party to the agreement?
Bumper_Man Franchise · 2025 FDDAnswer from 2025 FDD Document
se of any claims, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the Term.
Principal waives all rights to payments and claims for reimbursement or subrogation which any of the undersigned may have against Franchisee arising as a result of the undersigned's execution of and performance under this Guaranty.
This Guaranty and all claims arising from, under or with respect to the relationship between Franchisor and Principal(s) will be interpreted, enforced and governed by the laws of Texas (without regard to Texas conflicts of law rules).
For so long as you are Franchisee's Principal under the Franchise Agreement and for a period of two years from the date you cease to be Franchisee's Principal, you will not, either directly or indirectly, individually or through, on behalf of, or in conjunction with any other person:
- (i) Own, maintain, operate, be employed by, engage in, franchise, lease property to, advise, help, make loans to, or have any interest in, either directly or indirectly, any Competitive Business;
- (ii) Divert or attempt to divert any actual or prospective business or customer of the Bumper Business to any Competitive Business, by direct or indirect inducement or otherwise; or
- (iii) Perform, directly, any or indirectly, any other act injurious to or prejudicial to the goodwill associated with the Marks and the System
The above covenants apply exclusively in the United States of America during the time that you serve as Principal for the Bumper Business and within 25 miles of any then-existing Bumper Man business during the two-year period following the date you cease to be the Principal of the Bumper Business.
Principal further acknowledges and agrees as follows:
- (a) it has read the terms and conditions of the Agreement and acknowledges that the execution of this Guaranty is in partial consideration for, and a condition to Franchisor's execution of the Agreement, and Franchisor would not have granted such rights without the execution of this Guaranty by each of the undersigned
- (b) this Guaranty will remain in force notwithstanding the death of the undersigned, and will be binding on the undersigned's personal representatives; and
- (c) this Guaranty will continue and will be enforceable notwithstanding any change in the name or the constitution of Franchisor or Franchisee.
Principal represents and warrants that the following is a complete and accurate list of all Principals of Franchisee and a full description of the nature and extent of each Principal's Equity Interest in Franchisee. Franchisee, and Principal as to its Equity Interest, represents and warrants that Principal is the sole and exclusive legal and beneficial owner of its Equity Interest in Franchisee, free and clear of all liens, restrictions, agreements and encumbrances of any kind or nature, other than those required or permitted by this Guaranty.
IN WITNESS WHEREOF, each of the undersigned has affixed its signature as of the Effective Date.
| Tulsa | Cor Meijerink* | 4561 S. 202ndE Ave., Broken Arrow, OK 74014 | 918-500-9874 |
|---|---|---|---|
| OREGON | |||
| Portland | Jim Barham | 23980 S. Scheubel School Rd., Beavercreek, OR 97004 | 503-803-5346 |
| Portland | Rod Nichols* | 20241 S. Ferguson Rd., Oregon City, OR 97045 | 503-781-5331 |
| PENNSYLVANIA | |||
| Dubois | Aaron Herzing | 136 Grandview Terrace Dr., Philisburg, PA 16866 | 814-250-0736 |
| Harrisburg | Dan Vedder | 415 Hollyhock Dr., Manchester, PA 17345 | 443-812-3300 |
| NW Philadelphia | Adam Sandt | 391 Limerick Center Rd. |
Source: Item 23 — RECEIPTS (FDD pages 45–180)
What This Means (2025 FDD)
According to the 2025 Bumper Man Franchise Disclosure Document, the franchise agreement does address the rights and obligations of individuals who are not direct parties to the agreement, specifically Principals of the Franchisee. The agreement stipulates conditions and restrictions that apply to the Franchisee's Principal, even after they cease to be the Principal. These conditions include non-compete clauses and obligations that extend beyond the term of their involvement with the Bumper Man franchise.
The Franchise Agreement states that the Principal agrees to certain terms, acknowledging that the Franchisor's execution of the agreement is conditional upon the Principal's guaranty. This guaranty remains in effect even after the death of the Principal and is binding on their personal representatives. The Principal also warrants that they are the sole owner of their equity interest in the Franchisee, free from any encumbrances. These provisions ensure that Bumper Man has recourse and protection regarding the actions and equity interests of those individuals who have a controlling interest in the franchisee entity.
Furthermore, the agreement includes an indemnification clause where the Franchisee, along with its Affiliates and Principals, will indemnify and hold harmless the Franchisor against any losses or expenses related to the Bumper Business's operation or any breach of the agreement. This obligation extends beyond the termination of the agreement. This clause ensures that Bumper Man is protected from liabilities arising from the actions of the franchisee, its affiliates, and principals, even after the franchise relationship ends. Therefore, while the franchise agreement is primarily between Bumper Man and the Franchisee, it also creates rights and obligations for Principals, who are not direct signatories but are intrinsically linked to the Franchisee's operations and equity.