Which provisions of the Caring Transitions franchise agreement survive termination or expiration?
Caring_Transitions Franchise · 2025 FDDAnswer from 2025 FDD Document
- 18.9 Survival of Covenants. All provisions of this agreement which, by their terms, are intended to survive the termination or expiration of this agreement (such as, by way of illustration and not limitation, the provisions relating to confidential information, indemnification, post-termination competition, and the Marks), and all provisions hereof necessary to enforce and interpret such provisions (such as, by way of illustration and not limitation, the provisions relating to arbitration and injunctive relief), shall survive the termination, expiration or cancellation of this agreement or the franchise granted hereunder.
The covenants in this Section 15.3 will survive the expiration, termination, or transfer of this Agreement.
- 15.4 Nonsolicitation of Customers and Shared Referral Sources.
Franchisee shall not, directly or indirectly, for itself or through, on behalf of, or in conjunction with any person or entity for a continuous and uninterrupted period commencing upon the expiration or termination of this agreement (regardless of the cause for termination) and continuing for two years thereafter, directly or indirectly: (i) solicit or sell products or services to any person who was a customer of the franchised business at any time during the term of this agreement; or (ii) promote or solicit referrals for estate liquidation or household liquidation services or moving management services, any Permitted Products and Services, or any other services that had been offered by the franchised business, from any Shared Referral Source (as defined in Section 1.5 above) located in the Territory.
The two-year time period referred to in this paragraph will be stayed during any violation or breach of the terms of this paragraph.
The covenants in this paragraph will survive the expiration, termination or cancellation of this agreement.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 41–49)
What This Means (2025 FDD)
According to Caring Transitions's 2025 Franchise Disclosure Document, several provisions of the franchise agreement survive its termination or expiration. These include provisions relating to confidential information, indemnification, post-termination competition, and the use of Caring Transitions's Marks. Additionally, all provisions necessary to enforce and interpret these surviving clauses, such as those concerning arbitration and injunctive relief, also remain in effect after the agreement ends. This ensures that Caring Transitions can protect its interests and enforce the franchisee's obligations even after the franchise relationship concludes.
Specifically, franchisees are subject to certain covenants after the termination of the franchise agreement. For a period of two years, unless otherwise approved by Caring Transitions in writing, franchisees are restricted from owning, operating, or having any interest in a business offering similar services like moving management, estate liquidation, or household liquidation within 15 miles of their former territory or any other Caring Transitions franchise territory. They are also prohibited from soliciting referrals for these services from shared referral sources within the same geographic boundaries. These restrictions are designed to prevent unfair competition and protect the existing Caring Transitions network.
Furthermore, franchisees are prohibited from soliciting or selling products or services to any person who was a customer of the franchised business at any time during the term of the agreement, or promoting or soliciting referrals for estate liquidation or household liquidation services or moving management services from any Shared Referral Source located in the Territory for two years after termination. This two-year period can be extended if the franchisee violates these terms. These non-solicitation clauses are common in franchising to protect the customer base and referral networks that Caring Transitions has established.
These survival clauses and post-termination restrictions are typical in franchise agreements to protect the franchisor's brand, customer relationships, and competitive advantage. Prospective Caring Transitions franchisees should carefully review these provisions to understand their obligations and limitations after the franchise agreement ends, whether due to termination, expiration, or transfer.