Under what circumstances does the Chem Dry Franchise Agreement require a franchisee to execute a general release?
Chem_Dry Franchise · 2024 FDDAnswer from 2024 FDD Document
ording to its terms.
| FRANCHISEE | CHEM-DRY, INC. |
|---|---|
| By: | |
| Title: | |
| Date: |
EXHIBIT F
TO THE FRANCHISE AGREEMENT
RELEASE AGREEMENT
For Franchisees Acquiring an Additional Franchise
THIS RELEASE AGREEMENT ("Agreement") is made and entered into the Effective Date by and between CDI and Franchisee.
W I T N E S S E T H:
WHEREAS, CDI and Franchisee have entered into one or more Franchise Agreements, whereby Franchisee was granted the right to own and operate an Chem-Dry business within a specific franchised area;
WHEREAS, Franchisee desires to acquire an additional franchise; and
WHEREAS, CDI is willing to grant an additional franchise to Franchisee provided Franchisee executes this Agreement concurrently with the execution of a new franchise agreement and pays the required fee to CDI.
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
- Release. The Franchisee hereby forever releases, remises and discharges CDI and CDI's affiliates, its shareholders, directors, officers, employees and agents, and all its respective heirs, executors, administrators, successors and assigns, of and from any and all known and unknown claims, causes of action, suits, debts, agreements, promises and demands of whatever nature or kind, in law or in equity, which the Franchisee now has, ever had, or, but for this release, hereafter would or could have arising from the relationship between the parties or relating in any manner to the Franchise Agreements, except for CDI's obligation under the franchise agreement on and after the date of this Agreement. Franchisee hereby warrants and represents to CDI that he or she has not assigned any of the above-described claims, causes of action, suits, debts, agreements, promises and demands released hereunder.
For franchises in the State of California, the Franchisee acknowledges that this Release Agreement is a general release which extends to all known and unknown claims, causes of action, suits, debts, agreements, promises and demands whether or not claimed or suspected. The Franchise waives all of the provisions of California Civil Code Section 1542, and similar laws of other jurisdictions. California Civil Code Section 1542 reads as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
For franchisees in the State of Washington, the release(s) do not apply with respect to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.
2. Construction and Enforcement.
- (a) Governing Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), this Agreement will be governed by the laws of the State of Tennessee.
- (b) Binding Effect. This Agreement is binding upon the parties hereto and their respective executors, administrators, heirs, assigns and successors in interest, and will not be modified except by written agreement signed by Franchisee and CDI.
- (c) Construction. The preambles are a part of this Agreement, which constitutes the entire agreement of the parties relating to its subject matter. The headings of the several sections and paragraphs hereof are for convenience only and do not define, limit or construe the contents of the sections or paragraphs.
IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement as of the date first above written.
| Individually & Personally | |
|---|---|
| Individually & Personally | |
| CHEM-DRY, INC. | |
| By: | |
| Title: |
FRANCHISEE
RELEASE AGREEMENT
For Franchisees Signing a Renewal Franchise Agreement
| THIS RELEASE AGREEMENT | ("Agreement") is made and entered into the Effective |
|---|---|
| Date by and between CDI | and Franchisee. |
W I T N E S S E T H:
WHEREAS, CDI and Franchisee entered into the "Franchise Agreement, whereby Franchisee was granted the right to own and operate a Chem-Dry business within the Franchised Area;
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Chem Dry's 2024 Franchise Disclosure Document, a franchisee is required to execute a release agreement under two specific circumstances: when acquiring an additional franchise and when renewing their existing franchise agreement.
When a Chem Dry franchisee seeks to acquire an additional franchise, they must sign a release agreement concurrently with the execution of the new franchise agreement. This release covers all known and unknown claims against Chem Dry and its affiliates, arising from the relationship between the parties or relating to the franchise agreements, except for Chem Dry's obligations under the franchise agreement after the date of the release.
Similarly, when a Chem Dry franchisee desires to renew their franchise for an additional ten-year term, they must execute a release agreement concurrently with the execution of a new franchise agreement and upon payment of the current renewal fee to Chem Dry. This release also covers all known and unknown claims against Chem Dry and its affiliates, except for those arising from the new agreement itself. For franchises in California, this release extends to all known and unknown claims, and the franchisee waives California Civil Code Section 1542, which protects against unknowingly releasing claims. However, in Maryland, any general release required as a condition of renewal, sale, and/or assignment or transfer of the Store or the Franchise Agreement shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.