Which terms of the City Wide franchise agreement remain in effect after termination or expiration?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, certain provisions of the franchise agreement survive its termination or expiration. These are termed "Surviving Provisions" and consist of obligations the franchisee owes to City Wide. These surviving terms remain in effect until they are either satisfied or naturally expire.
The specific categories of terms that survive include those related to the use and protection of City Wide's trademarks, the confidentiality and use of confidential information, the maintenance, inspection, and auditing of records, non-competition covenants, and the franchisee's post-termination obligations. Additionally, terms related to indemnification, independent contractor status, the availability of equitable relief, payment of costs and expenses, governing law, dispute resolution, severability, construction, and acknowledgments also remain in effect.
This means that even after the franchise agreement ends, a franchisee must continue to protect City Wide's brand and confidential information, adhere to non-compete restrictions, and fulfill any outstanding financial or legal obligations. These "Surviving Provisions" ensure City Wide's interests are protected even after the formal franchise relationship concludes. Franchisees should carefully review these sections to understand their long-term responsibilities.