What is the effect of the recitals on the agreement between C3 Wellness Spa's Manager and Practice?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, this Agreement is not an employment agreement and is only a confidentiality agreement in connection with information, materials and access that may be provided to you in connection with the C3 Wellness Business.
NOW THEREFORE, you acknowledge and agree as follows:
- 1. Recitals and Representations. You agree that the foregoing Recitals and Representations are true and accurate and shall constitute a part of this Agreement and are hereby incorporated into the main body of this Agreement.
- 2. Definitions. For purposes of this Agreement, the following terms have the meanings given to them below:
- "Business Management System" refers to and means the software and/or internet or cloud based system and/or systems, point of sale system or systems and customer relationship management system or systems as used in connection with the operations of the C3 Wellness Business.
- "Business Management System Data" refers to and means the forms, data, tools, customer information, inventory and sales information, and other information that is entered into and/or maintained on the Business Management System of the C3 Wellness Business.
"Confidential Information" refers to and means: (a) non-public methods, specifications, standards, policies, procedures, information, concepts, programs and systems relating to the development, establishment, marketing, promotion and operation of the C3 Wellness Business; (b) information concerning customers, customer lists, email lists, database lists, product sales, operating results, financial performance and other financial data of the C3 Wellness Business; (c) customer lists and information related to the C3 Wellness Business; (d) Business Management System Data; (e) current and future information contained in the C3 Wellness Operations Manual made available to the C3 Wellness Business by Aryes Franchising LLC; and (f) production and service procedures that are not disclosed to the public but used by the C3 Wellness Business.
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
According to the 2024 C3 Wellness Spa Franchise Disclosure Document, the recitals and representations outlined in the agreement between the Manager and the Practice are considered true and accurate. These recitals and representations form an integral part of the agreement and are incorporated into its main body.
The recitals section of the agreement outlines the background and intentions of both parties. For example, it acknowledges that C3 Wellness Spa has developed a proprietary system for spa management and operation, including specific services and products offered under licensed marks. It also states that the franchisee has entered into a C3 Wellness Franchise Agreement and has thoroughly reviewed it with legal counsel.
By agreeing to the recitals, the Practice acknowledges the importance and accuracy of these statements, which then become legally binding aspects of the overall agreement. This ensures both parties are aligned on the fundamental understandings and intentions behind their business relationship. This also applies to the definitions outlined in the agreement, such as the "Business Management System" and the data it contains, as well as what constitutes "Confidential Information".