What is the effect of the consent agreement on the right of first refusal for Clean Your Dirty Face?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
ctive rights and responsibilities with respect | | | to, such software or technology. | |
AGREEMENT
FOR AND IN CONSIDERATION of the foregoing recitals, the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
-
- Consent to Transfer and Waiver of Right of First Refusal. Subject to the terms and conditions of this Consent, Franchisor hereby consents to the Transfer of the CYDF Facial Bar on the terms set forth in the Purchase Agreement and hereby waives its right of first refusal to acquire the assets of the CYDF Facial Bar on the basis of such Transfer under the Original Agreement. Any substantive change or amendment to, or waiver of, any provision of the Purchase Agreement prior to the Transfer will require Franchisor's separate prior written consent and waiver of right of first refusal. In the event that any term or condition of this Consent is not met by the parties as of the date of the Transfer (the "Transfer Date"), including any representation or warranty that is not true as of the Effective Date or the Transfer Date, Franchisor's consent to the Transfer may be withdrawn, and any transfer that occurs thereafter, of any kind, including the Transfer, shall be deemed an unauthorized transfer under the terms of the Original Agreement.
-
- Termination of Original Agreement. Upon consummation of the Transfer, the Original Agreement will automatically terminate effective as of the Transfer Date. After the Transfer Date, the provisions of the Original Agreement shall be of no further force or effect; provided, that nothing in this Consent will be deemed to terminate or release the Transferor Parties from any of the following obligations (together, the "Surviving Obligations"): (i) any obligations under the Original Agreement that, either expressly or by their nature, survive termination thereof (including, post-
termination restrictive covenants, indemnification, dispute resolution, non-disparagement, confidentiality provisions, and the obligation to cease using any proprietary trademarks);
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, the consent agreement includes a waiver of the franchisor's right of first refusal regarding the transfer of a CYDF Facial Bar. Specifically, Mud Franchising, LLC, the franchisor, consents to the transfer of the facial bar under the terms outlined in the purchase agreement and waives its right to acquire the assets based on this transfer. However, this consent is conditional. Any significant changes or amendments to the purchase agreement before the transfer require separate prior written consent and a waiver of the right of first refusal from Clean Your Dirty Face. If any term or condition of the consent is not met by the transfer date, including the accuracy of representations and warranties, Clean Your Dirty Face may withdraw its consent, deeming any subsequent transfer unauthorized under the original agreement.
This consent applies solely to the specific transfer outlined in the agreement and does not extend to future assignments or transfers of the original agreement, the CYDF Facial Bar, or membership/ownership interests of the involved parties. Any further transfers will necessitate Clean Your Dirty Face's prior written consent, potentially triggering new rights of first refusal. The consent agreement explicitly states that Clean Your Dirty Face's involvement is limited to exercising its right of consent to the transfer, and the transfer negotiation occurred without the franchisor's participation.
For a prospective Clean Your Dirty Face franchisee, this means that while the franchisor is agreeing to waive their right of first refusal for this particular transaction, they are not giving up that right in perpetuity. If the franchisee ever wants to sell their business, Clean Your Dirty Face would have to consent to the transfer and could potentially have the right to buy the business themselves before allowing the franchisee to sell to someone else. This clause protects the franchisor's ability to control who becomes a franchisee and ensures that future transfers align with their strategic interests.