What are the post-termination and post-expiration requirements for Christies International Real Estate Affiliates?
Christies_International_Real_Estate Franchise · 2025 FDDAnswer from 2025 FDD Document
- POST TERMINATION OBLIGATIONS**
- 11.1. Post-Termination Obligations. If this Agreement expires, is not renewed, or is terminated for any reason by any party, including a sale of the Business, you must immediately:
- (a) Cease operating the Business under the Marks and discontinue using any of our Marks or any marks which are likely to be confused with our Marks. If you fail to remove any signs and other materials bearing the Marks, you agree that we may do so at your expense, and our actions will not be considered trespassing. You acknowledge and agree that following termination or expiration of this Agreement, you will comply with any continuing obligation to cooperate with us on or relating to any litigation, acquisition, or intellectual property rights.
- (b) Remove any and all CHRISTIE'S INTERNATIONAL REAL ESTATE Marks or any abbreviation, acronym or variation of the Marks, or any other name that could be deemed confusingly similar from all of your social media accounts, names, and handles.
- (c) Pay to us all amounts owing to us and our affiliates.
- (d) Cancel all fictitious names, Trade Names or other listings which you have filed for use of any of the Marks.
- (e) Abide by any other covenant in this Agreement that requires performance by you after you are no longer an Affiliate.
- (f) Make all filings with the relevant court or government (federal, state, local, foreign or provincial), or any political subdivision thereof, including any department, commission, agency or other regulatory, administrative or governmental body or instrumentality, and take all other actions necessary or desirable to change the corporate name, trade name, assumed (or d/b/a) name and any other similar corporate identifier to any name and identifier that does not constitute or include any Mark, or variation or composite thereof (if any);
- (g) Irrevocably assign to IP Owner, or a designee, as we designate at the instruction of IP Owner, all Internet domain names that consist in part of, or incorporate, any of the Marks (if any); and
- (h) Execute, from time to time, any necessary papers, documents, and assurances to effectuate the intent of this Section 11.
- 11.2. Return of Information. Upon termination or expiration of this Agreement, you will return to us all of our Confidential Information embodied in tangible form, and will destroy, unless otherwise agreed, all other sources that contain or reflect any such Confidential Information. Notwithstanding the foregoing, you may retain Confidential Information as needed solely for legal, tax, and insurance purposes, but the information retained will remain subject at all times to the confidentiality restrictions of this Agreement.
- 11.3. Our Option to Purchase the Business. If you were new to the real estate brokerage business before you signed this Agreement and became an Affiliate, and you did not have an existing real estate brokerage business that converted to the CHRISTIE'S INTERNATIONAL REAL ESTATE brand, then if this Agreement expires or is terminated for any reason, we have the option, but not the obligation, upon 60 days' written notice from the date of expiration or termination, to purchase from you all the tangible and intangible assets relating to the Business (excluding any unsalable inventory, cash, short term investments and accounts receivable) (collectively, the "Purchased Assets"). We may assign this option to purchase, and assignment separate and apart from the remainder of this Agreement. The purchase price for the Business will be the book value of the Purchased Assets; provided that: (a) we may exclude from the Purchased Assets any products or other items that are not in compliance with this Agreement; and (b) we may exclude from fair market value any provision for goodwill or similar value attributable to intangible property (such as the Marks and Confidential Information). If the parties cannot agree on fair market value within a reasonable time, we may designate an independent appraiser to determine the fair market value of the Purchased Assets.
Source: Item 23 — RECEIPT (FDD pages 54–177)
What This Means (2025 FDD)
According to the 2025 Christies International Real Estate FDD, there are several obligations an affiliate must adhere to after the termination or expiration of their franchise agreement. These include cooperating with Christies International Real Estate in matters relating to litigation, acquisitions, or intellectual property rights. The affiliate must also remove all Christies International Real Estate Marks from their social media accounts and cancel any fictitious names or trade names associated with the Marks.
Additionally, the affiliate is responsible for paying all outstanding amounts owed to Christies International Real Estate and its affiliates. They must also make necessary filings to change their corporate name or any similar identifier to one that does not include any Christies International Real Estate Mark. Furthermore, the affiliate must assign all internet domain names that incorporate any of the Marks to IP Owner or a designated party. They must also execute any necessary documents to fulfill these requirements.
The affiliate is also obligated to return all of Christies International Real Estate's Confidential Information in tangible form and destroy all other sources containing such information, although they may retain Confidential Information for legal, tax, and insurance purposes, subject to confidentiality restrictions. Moreover, for one year after the agreement's expiration or termination, the affiliate, each Principal Owner, and the Responsible Broker are prohibited from soliciting or diverting Christies International Real Estate business or customers to any competing business. These covenants survive the termination or expiration of the Agreement, and Christies International Real Estate is entitled to injunctive relief to enforce them, without needing to post a bond or security.