Can a C3 Wellness Spa franchisee make agreements on behalf of the franchisor?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, we are the owners of a licensed C3 Wellness Business (hereinafter referred to as the "C3 Wellness Business") that we independently own and operate as a Franchisee;
WHEREAS, you are or are about to be an employee, independent contractor, officer and/or director of an C3 Wellness Business that is independently owned and operated by us;
WHEREAS, in the course of your employment, independent contractor relationship and/or association with us, you may gain access to Confidential Information (defined below in this Agreement) and you understand that it is necessary to protect the Confidential Information and for the Confidential Information to remain confidential;
WHEREAS, our franchisor, Aryes Franchising LLC is not a party to this agreement and does not own or manage the C3 Wellness Business but is an intended third party beneficiary of this Agreement; and
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.
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
Based on the 2024 C3 Wellness Spa Franchise Disclosure Document, franchisees cannot make agreements on behalf of the franchisor, Aryes Franchising LLC. Exhibit 2, the Confidentiality Agreement, specifies that the franchisor is not a party to the agreement between the franchisee (referred to as "we" in the exhibit) and their employees or contractors. Instead, Aryes Franchising LLC is identified as an intended third-party beneficiary of the agreement.
This means that while the franchisor benefits from the confidentiality agreement, the franchisee is responsible for ensuring that their employees and contractors maintain the confidentiality of sensitive information related to the C3 Wellness Spa business. The agreement explicitly states that it is between the franchisee and their personnel, and the franchisor's role is limited to being a beneficiary of the agreement's terms.
Furthermore, the FDD emphasizes that the sample confidentiality agreement should be reviewed and approved by an independent local attorney hired by the franchisee before being used with an employee or contractor. This underscores the franchisee's responsibility for ensuring the agreement's legality and enforceability, and reinforces that the franchisee is acting on their own behalf, not as an agent of the franchisor, when implementing such agreements. This is a common practice in franchising, where franchisees are generally considered independent business owners responsible for their own legal compliance and business operations.