What is the definition of 'ceasing operation' of the Chocolate Bash business?
Chocolate_Bash Franchise · 2024 FDDAnswer from 2024 FDD Document
14.3 Effect of Termination. Upon termination or expiration of this Agreement, all obligations that by their terms or by reasonable implication survive termination, including those pertaining to non-competition, confidentiality, indemnity, and dispute resolution, will remain in effect, and Franchisee must immediately:
(i) pay all amounts owed to CB Franchising based on the operation of the Business through the effective date of termination or expiration;
(ii) return to CB Franchising all copies of the Manual, Confidential Information and any and all other materials provided by CB Franchising to Franchisee or created by a third party for Franchisee relating to the operation of the Business, and all items containing any Marks, copyrights, and other proprietary items; and delete all Confidential Information and proprietary materials from electronic devices;
(iii) notify the telephone, internet, email, electronic network, directory, and listing entities of the termination or expiration of Franchisee's right to use any numbers, addresses, domain names, locators, directories and listings associated with any of the Marks, and authorize their transfer to CB Franchising or any new franchisee as may be directed by CB Franchising, and Franchisee hereby irrevocably appoints CB Franchising, with full power of substitution, as its true and lawful attorney-infact, which appointment is coupled with an interest; to execute such directions and authorizations as may be necessary or appropriate to accomplish the foregoing; and
(iv) cease doing business under any of the Marks.
14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Chocolate Bash business, to the reasonable satisfaction of CB Franchising.
Franchisee shall comply with any reasonable instructions and procedures of CB Franchising for de-identification.
If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, CB Franchising may enter the Location to remove the Marks and de-identify the Location.
In this event, CB Franchising will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by CB Franchising.
Source: Item 22 — CONTRACTS (FDD pages 38–39)
What This Means (2024 FDD)
According to the 2024 Chocolate Bash Franchise Disclosure Document, ceasing operation of the business requires the franchisee to take several actions upon termination or expiration of the franchise agreement.
First, the franchisee must pay all outstanding amounts owed to Chocolate Bash that are based on the business's operation up to the termination or expiration date. Second, the franchisee is required to return all copies of the operations manual, confidential information, and any other materials provided by Chocolate Bash, including items containing trademarks, copyrights, and proprietary information. All confidential and proprietary materials must also be deleted from electronic devices.
Additionally, the franchisee must notify all relevant entities, such as telephone, internet, email, and directory services, about the termination or expiration of their right to use any numbers, addresses, domain names, or listings associated with Chocolate Bash's trademarks. The franchisee must authorize the transfer of these assets to Chocolate Bash or a new franchisee, and they irrevocably appoint Chocolate Bash as their attorney to execute these transfers. Finally, the franchisee must stop conducting business under any of Chocolate Bash's trademarks.
Within 30 days of termination or expiration, the franchisee is responsible for de-identifying the location at their own expense, removing all Chocolate Bash trademarks, signage, and trade dress to Chocolate Bash's reasonable satisfaction. If the franchisee fails to do so within this period, Chocolate Bash has the right to enter the location and remove the trademarks and de-identify the location without being held liable for trespass or damages.