What does Caring Senior Service disclaim in the agreement?
Caring_Senior_Service Franchise · 2025 FDDAnswer from 2025 FDD Document
We shall have the right, without the need for your consent, to assign, transfer or sell our rights under this Agreement to any person, partnership, corporation or other legal entity provided that the transferee agrees in writing to assume all obligations undertaken by us herein and you receive a statement from both us and our transferee to that effect. Upon such assignment and assumption, we shall be under no further obligation hereunder, except for accrued liabilities, if any. You further agree and affirm that we may go public; may engage in a private placement of some or all of our securities; may merge, acquire other corporations, or be acquired by another corporation; and/or may undertake a refinancing,
recapitalization, leveraged buyout or other economic or financial restructuring. With regard to any of the above sales, assignments and dispositions, you expressly and specifically waive any claims, demands or damages arising from or related to the loss of our name, Proprietary Marks (or any variation thereof) and System and/or the loss of association with or identification of Caring Senior Service Franchise Partnership, L.P. as Franchisor under this Agreement. You specifically waive any and all other claims, demands or damages arising from or related to the foregoing merger, acquisition and other business combination activities including, without limitation, any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied covenant of good faith and fair dealing.
You agree that we have the right, now or in the future, to purchase, merge, acquire or affiliate with an existing competitive or non-competitive franchise network, chain or any other business regardless of the location of that chain's or business' facilities, and to operate, franchise or license those businesses and/or facilities as "Caring Senior Service" operating under the Proprietary Marks or any other marks following our purchase, merger, acquisition or affiliation, regardless of the location of these facilities (which you acknowledge may be within your Protected Territory, proximate thereto or proximate to any of your locations).
If we assign our rights in this Agreement, nothing herein shall be deemed to require us to remain in the in-home personal care business or to offer or sell any products or services to you.
Source: Item 23 — RECEIPTS (FDD pages 53–204)
What This Means (2025 FDD)
According to Caring Senior Service's 2025 Franchise Disclosure Document, the company retains the right to engage in various business activities without liability to the franchisee. Specifically, Caring Senior Service can assign or transfer its rights under the franchise agreement to another entity, provided the new entity agrees to fulfill Caring Senior Service's obligations. Upon such a transfer, Caring Senior Service is released from further obligations, except for any existing liabilities.
Furthermore, Caring Senior Service explicitly states its right to go public, engage in private placements of securities, merge with or acquire other corporations, or undergo financial restructuring. The franchisee expressly waives any claims or damages related to the loss of Caring Senior Service's name, proprietary marks, or the association with Caring Senior Service Franchise Partnership, L.P. as the franchisor, resulting from these activities. This waiver extends to any claims of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing related to mergers, acquisitions, and other business combinations.
Caring Senior Service also retains the right to purchase, merge, acquire, or affiliate with existing competitive or non-competitive franchise networks or businesses, regardless of their location. These businesses can then be operated or franchised under the Caring Senior Service brand or other marks, even if they are within or near the franchisee's protected territory. Finally, if Caring Senior Service assigns its rights, it is not obligated to remain in the in-home personal care business or to offer any products or services to the franchisee.