Which terms of the City Wide agreement survive its termination or expiration?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
ranchisee defaults under any term of any agreement material to the Franchised Business or any other Franchise Agreement, Development Agreement or other contract or agreement between CITY WIDE or its affiliates, on the one hand, and Franchisee or a Franchisee Affiliated Company, on the other hand, and such default is not cured within the time specified in such agreement, contract or other franchise agreement, such default shall be deemed a default under this Agreement.
- 14.4 Immediate Termination of Rights; Surviving Provisions. Upon the occurrence of any event of default enumerated in Sections 14.1 or 14.2 of this Agreement, or upon termination pursuant to Section 14.5 of this Agreement, and upon Franchisee's failure to cure such default within the applicable period for cure, if any, then subject to the expiration of any minimum time period provided for by applicable law, this Agreement and all Franchisee's rights under it will immediately terminate without further notice or action by CITY WIDE; provided; however, that the rights, duties, covenants, and obligations of the parties to this Agreement will survive the end of the Term of this Agreement only insofar as they set out obligations or duties owed by Franchisee to CITY WIDE ("Surviving Provisions"). Such Surviving Provisions include, but are not limited to, those relating to the use and protection of the Marks (Section 5), the confidentiality and use of the Confidential Information (Section 9), the maintenance of statements and records and inspection and auditing of records (Section 11), covenants relating to non-competition and other Franchisee covenants (Section 12), the post-termination obligations of Franchisee (Section 15), indemnification and independent contractor status (Section 19), the availability of equitable relief and payment of costs and
expenses (Section 23), governing law and dispute resolution (Sections 27 & 29), severability and construction (Section 28), and acknowledgments (Section 30). All obligations of the parties which expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect notwithstanding its expiration or termination until they are satisfied or by their nature expire.
- 14.5 Rights of a Secured Party. Upon the occurrence of any event of default enumerated in Section 14.1 or 14.2 above, in addition to any other rights and remedies to which it may be entitled, CITY WIDE will have all rights and remedies of a secured party under the UCC as enacted in the State of Kansas, including but not limited to, the right to enter any premises of Franchisee to remove and repossess any products and goods in which CITY WIDE has been granted a security interest, without notice to Franchisee. Franchisee waives and releases CITY WIDE from all claims in connection with or arising from such entering and removal. At CITY WIDE's request following an event of default, Franchisee will assemble and make available to CITY WIDE all products and goods in which CITY WIDE has been granted a security interest, at a place to be designated by CITY WIDE which is convenient to both parties.
- 14.6 No Waiver.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, several provisions of the franchise agreement survive its termination or expiration. Specifically, any terms that naturally extend beyond the termination date remain in effect until fulfilled and apply to successors and permitted assignees. These are referred to as "Surviving Provisions."
The Surviving Provisions include terms related to the use and protection of City Wide's Marks, the confidentiality and use of Confidential Information, the maintenance and inspection of records, non-competition covenants, and the franchisee's post-termination obligations. Additionally, provisions related to indemnification, independent contractor status, equitable relief, payment of costs and expenses, governing law, dispute resolution, severability, construction, and acknowledgments also survive termination or expiration.
Furthermore, upon termination or expiration, a City Wide franchisee may be required to take specific actions. These include assigning and reselling proprietary equipment and items bearing City Wide's Marks back to City Wide at depreciated market value, or providing evidence of selling such items to an approved buyer or proper disposal. Franchisees must also assign any assumed name registrations containing "CITY WIDE" or any other Mark to City Wide. They are also responsible for paying all damages, costs, and expenses, including attorney's fees, incurred by City Wide in obtaining relief under the agreement. Finally, franchisees must present all signs bearing the Marks to City Wide and allow access to the territory to retrieve them.