What assets must be transferred in conjunction with the transfer of a Casiola franchise agreement?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
NOW THEREFORE, Assignor, in exchange for good and valuable consideration provided and paid by Assignee (receipt of which is hereby acknowledged), agrees: 1.
That Assignor does hereby assign to assignee all telephone numbers, facsimile numbers, listings, domain names and Digital Media that is associated with Assignor's Casiola Business including, the following (all collectively referred to as the "Media"): (a) All phone numbers, facsimile numbers and listings that are currently, or in the future, associated with Assignor's Casiola Business; (b) The following telephone and facsimile numbers: ; and
Casiola.
Multi-State FDD April 25, 2024 1
(c) All Digital Media, all Digital Media accounts and all Digital Media log-in information.
The foregoing shall not be construed and/or interpreted as Assignees acknowledgment and/or agreement that Assignor owns and/or possesses any ownership interests in the foregoing telephone numbers, accounts
and/or Digital Media. Any and all rights of Assignor in and to same exist subject to a limited license pursuant to the Casiola Business Franchise Agreement which shall take precedence and govern. However, this Assignment is intended by Assignor and Assignee to be an instrument that may be relied upon by all third parties to authorize and permit the assignments and transfers set forth in this Assignment and to facilitate the transfer of accounts and media to within the control of Assignee. Nothing contained in this Assignment shall be used to construe nor imply that Assignor possesses any ownership interests or rights in the Digital Media and in the event of any inconsistency or conflict between this Assignment and the Franchise Agreement, the Franchise Agreement shall take precedence and govern.
- This Assignment will become effective automatically upon the termination or expiration of the Franchise Agreement for any reason. As to all third party proof of the expiration or termination of the Franchise Agreement shall exist exclusively upon the written declaration of Assignee and Assignee's declaration shall be dispositive and not subject to challenge. Assignor acknowledges that all third parties may rely on this Assignment for the purpose of taking any and all actions to ensure that access to and control of the Media is maintained by Assignee.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, if a franchisee transfers their franchise agreement, they must assign all telephone numbers, facsimile numbers, listings, domain names, and Digital Media associated with their Casiola Business to the assignee. This includes all phone numbers, facsimile numbers, and listings currently or in the future associated with the Casiola Business, as well as all Digital Media, Digital Media accounts, and Digital Media log-in information.
The document specifies that this assignment does not grant the assignor any ownership interests in the listed items, as they are subject to a limited license under the Casiola Business Franchise Agreement. The Franchise Agreement takes precedence over the assignment in case of any conflict. However, the assignment serves as an instrument for third parties to authorize and permit the transfer of accounts and media to the control of the assignee.
The assignment becomes effective automatically upon the termination or expiration of the Franchise Agreement. Third parties can rely on a written declaration from the assignee as proof of termination or expiration, which is considered dispositive and not subject to challenge. This ensures that the assignee maintains access to and control of the media associated with the Casiola Business.