What is the Clean Your Dirty Face franchisor consenting to in this agreement?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
rietary software, or your use of technology that we or our affiliates develop | | | or maintain, on your signing a license agreement or similar document that we or our affiliates | | | approve to regulate your use of, and our and your respective 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:
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- 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or warranty that is not true as of the Effective Date or the Transfer Date, Franchisor's consent to the Transfer may be withdrawn, and any transfer that occurs thereafter, of any kind, including the Transfer, shall be deemed an unauthorized transfer under the terms of the Original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.
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- 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); (ii) any obligations arising prior to the Transfer Date (including any obligations to pay any amounts to Franchisor accruing prior to the Transfer Date); (iii) any failure to perform, improper performance, or other breach, default or violation by any Transferor Party of the Original Agreement; or (iv) any obligations of the Transferor Parties under this Consent. The Original Guaranty shall remain in force and effect and shall serve as a guaranty of the Surviving Obligations, and Transferor Guarantors acknowledge and agree that Franchisor may seek any available remedies against them for the failure of any Transferor Party to comply with any Surviving Obligations.
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- Representations and Warranties. The Transferor Parties and the Transferee Parties each hereby, jointly and severally, represent and warrant to Franchisor as of the Effective Date and as of the Transfer Date that: (i) Transferor and Transferee are each a legal entity duly organized, validly existing and in good standing under the laws of their respective jurisdiction of organization; (ii) Transferor and Transferee each have all requisite power and authority to be bound by the terms hereof and to carry out and perform its obligations under this Consent, the Purchase Agreement, and in the case of Transferee, the New Agreement (as defined below); and (iii) the parties have provided Franchisor with a final executed and effective copy of the Purchase Agreement and no provision of the Purchase Agreement has been modified, amended, waived, or disclaimed in any manner by the parties thereto prior to the Effective Date.
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- Conditions to Consent.
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to the 2025 Clean Your Dirty Face Franchise Disclosure Document, Mud Franchising, LLC, the franchisor, consents to the transfer of a Clean Your Dirty Face Facial Bar under specific terms outlined in a Purchase Agreement. This consent is subject to several conditions that must be met on or before the transfer date. These conditions include adherence to a specified transfer deadline, accuracy of representations and warranties made by the parties involved (Transferor and Transferee), and compliance with all provisions of the consent, the original agreement, and any other relevant agreements.
Clean Your Dirty Face requires the Transferor Parties to provide all necessary information and documents about the Transferee Parties to assess their ability to fulfill obligations under the current franchise agreement. The franchisor also requires executed versions of all documents related to the transfer, ensuring that the transfer meets all of Clean Your Dirty Face's requirements, including terms, closing date, purchase price, debt amount, and payment terms. The franchisor must determine that the financial aspects of the transfer will not negatively impact the Transferee's operation of the Clean Your Dirty Face Facial Bar.
Furthermore, Clean Your Dirty Face stipulates that any changes or amendments to the Purchase Agreement before the transfer require separate prior written consent and a waiver of the right of first refusal. If any term or condition of the consent is not met by the transfer date, the franchisor reserves the right to withdraw consent, deeming any subsequent transfer unauthorized under the original agreement. Upon completion of the transfer, the original agreement terminates automatically, although certain obligations of the Transferor Parties, such as those related to termination, restrictive covenants, indemnification, and confidentiality, will survive.