What is the relationship between the 'Management Agreement' and the 'Spa Facility and Management Services' for a C3 Wellness Spa?
C3_Wellness_Spa Franchise · 2024 FDDAnswer from 2024 FDD Document
identification of Spa Location Franchises and the Approved Spa Products and Services, provided that such trade names, trademarks, service marks, logos and designs are subject to modification, replacement and discontinuance by Franchisor in Franchisor's Reasonable Business Judgment.
"Management Agreement" shall have the meaning defined in the "Recitals" section of this Agreement and is further supplemented, as follows: the term "Management Agreement" shall apply to a Spa Location Franchise that operates as a Spa Management Business and shall further refer to and mean an agreement / agreements that relate to Spa Facility and Management Services performed by Franchisee on behalf of Authorized Care Providers related to the Approved Spa Products and Services offered and provided by a Spa at Franchisee's Spa Location. The Management Agreement must be prepared by Franchisee in accordance with Authorized Care Provider Regulation and must be approved by Franchisor in writing. Franchisor's approval of a Management Agreement does not, in any way, constitute any representation or warranty by Franchisor that the Management Agreement complies with Authorized Care Provider Regulation – Franchisor's approval only indicates that Franchisor does not object to Franchisee's use of the Management Agreement. To the extent that Franchisor supplies Franchisee with form sample Management Agreements, Franchisor only does so as to inform Franchisee as to the types of Management Agreements that Franchisor, typically, will not object to. At all times Franchisee must have an independent lawyer employed directly by Franchisee to review and approve of all Management Agreements used by Franchisee, even if the Management Agreement is a proposed agreement provided to Franchisee by Franchisor. At no time does Franchisor make any representation and/or warranty as to any Management Agreement and to the extent that Franchisor provides Franchisee with a sample Management Agreement same is provided to Franchisee "AS IS" and without any representation or warranty whatsoever including, but not limited to, any representation as to the fitness of the Management Agreement for the fitness of the Spa Location Franchise. To the extent that Franchisor approves of a Management Agreement proposed by Franchisee, Franchisor does so on an "AS IS" basis and without any representation or warranty whatsoever including, but not limited to, any represen
Source: Item 23 — RECEIPTS (FDD pages 59–293)
What This Means (2024 FDD)
According to C3 Wellness Spa's 2024 Franchise Disclosure Document, the 'Management Agreement' is specifically relevant for a Spa Location Franchise operating as a Spa Management Business. This agreement outlines the Spa Facility and Management Services that the franchisee provides to Authorized Care Providers related to the Approved Spa Products and Services at the franchisee's Spa Location. The Management Agreement must adhere to Authorized Care Provider Regulations and requires written approval from C3 Wellness Spa. However, C3 Wellness Spa's approval does not guarantee compliance with these regulations; it only indicates that C3 Wellness Spa has no objections to its use.
Prospective C3 Wellness Spa franchisees should note that they are responsible for preparing the Management Agreement in accordance with Authorized Care Provider Regulations. Even if C3 Wellness Spa provides a sample agreement, franchisees must have their own independent lawyer review and approve all Management Agreements. C3 Wellness Spa offers sample Management Agreements to inform franchisees of the types of agreements they typically will not object to.
C3 Wellness Spa explicitly states that it makes no representations or warranties regarding any Management Agreement, including sample agreements provided to the franchisee. Any approval given by C3 Wellness Spa is on an "AS IS" basis, without any guarantee of fitness for the Spa Location Franchise. Exhibit 10 to the agreement includes a sample form Management Agreement that C3 Wellness Spa may not object to, offering franchisees a template to consider.
In summary, the Management Agreement is a critical document defining the relationship between the C3 Wellness Spa franchisee and the Authorized Care Providers they serve. Franchisees bear the responsibility of ensuring its compliance with all applicable regulations and should seek independent legal counsel to protect their interests.