What obligations survive the termination, expiration, or suspension of the Chick Fil A agreement?
Chick_Fil_A Franchise · 2025 FDDAnswer from 2025 FDD Document
ity to the Operator. The rights granted under this Agreement, including the sublicense granted in Subsection 2(a) of this Agreement, will also immediately and automatically terminate or expire effective as of the effective date of termination or expiration of this Agreement, and Chick-fil-A will have the right to enter upon and take possession of the Site and the Captive Venue Unit without further formality and without the necessity of any court action, dispossessory proceeding, or further notice or legal proceedings whatsoever. The Operator agrees to vacate the Site and
the Captive Venue Unit immediately upon the termination or expiration of this Agreement or the Concession Agreement and the accompanying sublicense and to permit the peaceable possession of the Site and the Captive Venue Unit by Chick-fil-A or, at Chick-fil-A's election, a Chick-fil-A affiliate or another Chick-fil-A franchisee. Chick-fil-A may operate the Concession Location(s) directly or through an affiliate or may offer the right to operate the Concession Location(s) to another franchisee.
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- Survival. Upon the termination, expiration, or suspension of this Agreement, all obligations under this Agreement and under the Franchise Agreement that expressly or by their nature are intended to survive the termination or expiration of this Agreement, including, but not limited to, any limitations of liability, and the Operator's and if applicable, the Operator-Owner's reporting, payment and indemnification obligations to Chick-fil-A (as well as any like obligations under the Franchise Agreement and if applicable the Assignment, which were incorporated by reference into this Agreement and the Additional Business Amendment (if applicable), will survive the termination, expiration or suspension of this Agreement.
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- Compliance with Franchise Agreement and the Assignment. Except as specifically provided in this Agreement, the Operator, and if applicable, the Operator-Owner, respectively, will comply with all of the provisions of the Franchise Agreement and if applicable the Assignment with respect to this Agreement, the Site and the Captive Venue Unit, even if not specifically described or referred to in this Agreement. As a reminder, but in no way limiting the application of all of the other provisions of the Franchise Agreement, the provisions of the Franchise Agreement include: Article 5 DAMAGE TO SITE, EQUIPMENT OR LEASEHOLD IMPROVEMENTS, PERSONAL INJURY, Article 7 INSURANCE, Article 12 STANDARDS OF CLEANLINESS, SANITATION AND BUSINESS CONDUCT, Article 18 TRADE SECRETS AND CONFIDENTIAL INFORMATION, Article 19 USE OF THE MARKS, Article 21 TRANSFERABILITY OF INTEREST, Article 22 REMEDIES, Article 24 TERMINATION, Article 25 FRANCHISE RELATIONSHIP, Article 27 INDEMNIFICATION, and Article 28 GENERAL PROVISIONS. Article 28 GENERAL PROVISIONS includes provisions with regard to notices as set forth in subsection 28.1, the parties' choice of Georgia law and a Georgia forum to resolve their disputes as set forth in subsection 28.9 and subsection 28.10, the waiver of any right to trial by jury as set forth in subsection 28.15 and Operator's agreement not to pursue any class claims as set forth in subsection 28.13. Pursuant to the Franchise Agreement and if applicable the Additional Business Amendment to which this Agreement is attached, these and all of the other applicable provisions of the Franchise Agreement will be read to apply also to this Agreement. To the extent that there is a conflict between the terms of this Agreement and the Franchise Agreement and if applicable the Assignment, the express terms of this Agreement will control with respect to the Permitted Use authorized under this Agreement and the limited sublicense granted for the Permitted Use.
Source: Item 23 — Receipts (FDD pages 103–600)
What This Means (2025 FDD)
According to Chick Fil A's 2025 Franchise Disclosure Document, several obligations survive the termination, expiration, or suspension of the franchise agreement. These include any obligations that, by their nature, are intended to survive, such as limitations of liability, and the operator's reporting, payment, and indemnification obligations to Chick-fil-A. These obligations extend to the Franchise Agreement and any applicable assignments, which are incorporated by reference.
For Chick Fil A Delivery Kitchen units, if the agreement is terminated or expires, the operator must surrender the premises of the Delivery Kitchen location to Chick-fil-A. However, the operator remains liable for the balance of the Use/Occupancy Charge, the Equipment Fee, or any other sum due under the agreement to Chick-fil-A, as well as any payments due to the Licensor as provided in the DK Lease. The licensor can demand and collect any monies due after a default without affecting the default status.
For Chick Fil A Captive Venue Units, upon termination or expiration of the agreement, the operator must surrender the Captive Venue Unit immediately and permit Chick-fil-A to take possession of the site. Chick-fil-A has the option to operate the concession locations directly, through an affiliate, or offer the right to operate to another franchisee. The franchisee must still comply with provisions of the Franchise Agreement such as those regarding damage to site, insurance, cleanliness, trade secrets, use of marks, transferability, remedies, termination, franchise relationship, indemnification, and general provisions.