What is the condition for the restrictions of Section 18.1 and 18.2 of the Franchise Agreement to be inapplicable for Byrider?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
a. Except as provided in this paragraph, Licensee's sole remedy for a breach of the warranty of the Licensed System provided in Section 15 is limited to the remedy provided in that Section. If, thirty (30) days after the giving of the required notice described in Section 15, the non-conformity of the Licensor Software remains uncured and Licensor has not provided an alternative procedure, then Customer may terminate this Agreement by written notice given within ten (10) days after the end of the cure period. Notwithstanding any other provision of this Agreement to the contrary, if Licensee terminates the Franchise Agreement upon final determination by a court of the Licensor's breach of the Franchise Agreement or this Agreement, (a) Licensor shall hold implementation of the provisions of Sections 17.1.D.E.F.G.H and 17.2 of the Franchise Agreement in abeyance for such reasonable period as is necessary, not to exceed ninety (90) days, for Licensee to implement a transition of its business to new systems, new signage etc. all without charge therefor and the restrictions of Section 18.1 and 18.2 of the Franchise Agreement shall be inapplicable and (b) Licensor shall promptly make available to Licensee (upon such media and in such form or format as reasonably determined by Licensor) any and all information needed to permit Licensee (or its assignee) to collect its receivables and otherwise engage in an orderly transfer, transition or wind down of Licensee's business. Upon the Licensee returning the Licensed System to Licensor under the terms stated in Section 25 of this Agreement, Licensor shall return all fees covered by Appendix B and actually paid by the Licensee to Licensor and Licensor shall have no further obligations to Licensee.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to the 2025 Byrider Franchise Disclosure Document, Sections 18.1 and 18.2 of the Franchise Agreement, which likely pertain to post-termination obligations or restrictions, become inapplicable if the Licensee (franchisee) terminates the Franchise Agreement due to a court's final determination of Byrider's breach of the Franchise Agreement or the License Agreement. This means that if Byrider is found to have breached the agreement, the franchisee is not bound by the restrictions in Sections 18.1 and 18.2.
In such a scenario, Byrider is required to hold the implementation of Sections 17.1.D.E.F.G.H and 17.2 of the Franchise Agreement in abeyance for a period not exceeding 90 days. This allows the franchisee time to transition their business to new systems and signage without any charges. Additionally, Byrider must provide the franchisee with all necessary information to facilitate an orderly transfer, transition, or wind-down of the business.
Furthermore, upon the franchisee returning the Licensed System to Byrider under the terms stated in Section 25 of the License Agreement, Byrider is obligated to return all fees covered by Appendix B that were actually paid by the franchisee. After this, Byrider has no further obligations to the franchisee. This clause provides a specific remedy for the franchisee in the event of termination due to Byrider's breach, ensuring a smoother transition and financial reconciliation.