What is the relationship between the MUDA and the separate franchise agreement for each Care Plus Medical Ucc business?
Care_Plus_Medical_Ucc Franchise · 2024 FDDAnswer from 2024 FDD Document
ut not defined in this MUDA have the meanings given in the Franchise Agreement). Care Plus Medical UCC and Franchisee desire that Franchisee develop multiple Care Plus Medical businesses.
1. Multi-Unit Commitment.
(a) Development Schedule; Fee. Franchisee shall develop and open Care Plus Medical businesses on the following schedule:
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- (b) Payment**.** Upon execution of this MUDA, Franchisee shall pay the total Initial Franchise Fee to Care Plus Medical UCC. The Initial Franchise Fee is non-refundable.
- 2. Form of Agreement. For Store #1, Franchisee and Care Plus Medical UCC have executed the Franchise Agreement simultaneously with this MUDA. For each additional Care Plus Medical franchise, Franchisee shall execute Care Plus Medical UCC's then-current standard form of franchise agreement no later than three business days after Franchisee leases or acquires a location. This MUDA does not give Franchisee the right to construct, open, or operate a Care Plus Medical business, and Franchisee acknowledges that Franchisee may construct, open, and operate each Care Plus Medical business only pursuant to a separate franchise agreement executed pursuant to this MUDA for each such Care Plus Medical business.
3. Development Area. Franchisee shall locate each Care Plus Medical business it develops under this MUDA within the following area: _____________________________ _____________ (the "Development Area"). Franchisee shall have exclusive rights to develop, open or operate Care Plus Medical businesses in the Development Area while this agreement is in effect.
- 4. Default and Termination. Care Plus Medical UCC may terminate this MUDA by giving notice to Franchisee, without opportunity to cure, if any of the following occur:
- (i) Franchisee fails to satisfy the development schedule; or
- (ii) Care Plus Medical UCC has the right to terminate any franchise agreement between Care Plus Medical UCC and Franchisee (or any affiliate thereof) due to Franchisee's default thereunder (whether or not Care Plus Medical UCC actually terminates such franchise agreement).
- 5. Limitation of Liability. Franchisee's commitment to develop Care Plus Medical businesses is in the nature of an option only. If Care Plus Medical UCC terminates this MUDA for Franchisee's default, Franchisee shall not be liable to Care Plus Medical UCC for lost future revenues or profits from the unopened Care Plus Medical businesses. Franchisee may terminate this MUDA at any time.
- 6. Conditions. Franchisee's right to develop each Care Plus Medical franchise after the Store #1 is subject to the following:
- (i) Franchisee must possess sufficient financial and organizational capacity to develop, open, operate, and manage each additional Care Plus Medical business, in the reasonable judgment of Care Plus Medical UCC, and
- (ii) Franchisee must be in full compliance with all brand requirements at its open Care Plus Medical businesses, and not in default under any Franchise Agreement or any other agreement with Care Plus Medical UCC.
- 7. Dispute Resolution; Miscellaneous. The laws of the State of California (without giving effect to its principles of conflicts of law) govern all adversarial proceedings between the parties. The parties agree that any California law for the protection of franchisees or business opportunity purchasers will not apply unless its jurisdictional requirements are met independently without reference to this Section 7.
Source: Item 23 — RECEIPTS (FDD pages 41–119)
What This Means (2024 FDD)
According to Care Plus Medical Ucc's 2024 Franchise Disclosure Document, a Multi-Unit Development Agreement (MUDA) is related to the franchise agreement. Upon executing the MUDA, the franchisee must pay the total initial franchise fee to Care Plus Medical UCC, which is non-refundable. Simultaneously with the MUDA, the franchisee and Care Plus Medical UCC will execute a franchise agreement for the first store.
For each additional Care Plus Medical franchise, the franchisee must execute Care Plus Medical UCC's then-current standard form of franchise agreement no later than three business days after leasing or acquiring a location. The MUDA does not grant the franchisee the right to construct, open, or operate a Care Plus Medical business. The franchisee can only construct, open, and operate each Care Plus Medical business under a separate franchise agreement executed according to the MUDA for each business.
The franchisee must locate each Care Plus Medical business developed under the MUDA within a specified Development Area and has exclusive rights to develop, open, or operate Care Plus Medical businesses in that area while the MUDA is in effect. Care Plus Medical UCC can terminate the MUDA if the franchisee fails to meet the development schedule or if Care Plus Medical UCC has the right to terminate any franchise agreement with the franchisee due to default. The franchisee's commitment to develop Care Plus Medical businesses is considered an option, and they are not liable for lost future revenues or profits from unopened businesses if the MUDA is terminated for default. The franchisee can terminate the MUDA at any time.
The franchisee's right to develop each franchise after the first store is conditional upon possessing sufficient financial and organizational capacity and being in full compliance with all brand requirements at their open Care Plus Medical businesses, without being in default under any Franchise Agreement or other agreement with Care Plus Medical UCC. The laws of California govern all adversarial proceedings between the parties, and the dispute resolution and miscellaneous provisions of the Franchise Agreement are incorporated into the MUDA.