Upon termination of the Chocolate Fish Coffee franchise agreement, what obligations survive?
Chocolate_Fish_Coffee 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 Chocolate Fish Franchising based on the operation of the Business through the effective date of termination or expiration;
(ii) return to Chocolate Fish Franchising all copies of the Manual, Confidential Information and any and all other materials provided by Chocolate Fish 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 Chocolate Fish Franchising or any new franchisee as may be directed by Chocolate Fish Franchising, and Franchisee hereby irrevocably appoints Chocolate Fish Franchising, with full power of substitution, as its true and lawful attorney-in-fact, 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 Fish Coffee business, to the reasonable satisfaction of Chocolate Fish Franchising.
Franchisee shall comply with any reasonable instructions and procedures of Chocolate Fish Franchising for de-identification.
If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, Chocolate Fish Franchising may en
Source: Item 23 — RECEIPTS (FDD pages 41–119)
What This Means (2024 FDD)
According to Chocolate Fish Coffee's 2024 Franchise Disclosure Document, several obligations survive the termination or expiration of the Franchise Agreement. These include obligations pertaining to non-competition, confidentiality, indemnity, and dispute resolution, which remain in effect after termination.
Specifically, upon termination, the franchisee must pay all outstanding amounts owed to Chocolate Fish Coffee based on the business's operation up to the termination date. The franchisee is also required to return all copies of the Manual, Confidential Information, and any other materials provided by Chocolate Fish Coffee, including items containing trademarks, copyrights, and proprietary information. Additionally, all Confidential Information and proprietary materials must be deleted from electronic devices.
Within 30 days of termination or expiration, the franchisee is responsible for de-identifying the location at their own expense, removing all Chocolate Fish Coffee trademarks, signage, and trade dress to Chocolate Fish Coffee's satisfaction. Failure to do so allows Chocolate Fish Coffee to enter the premises to complete the de-identification process at the franchisee's expense. The franchisee must also notify relevant entities, such as telephone, internet, and email providers, of the termination and authorize the transfer of associated numbers, addresses, and domain names to Chocolate Fish Coffee or a new franchisee.