What is required of the parties in relation to the Purchase Agreement for a Clean Your Dirty Face franchise?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
reasonably requests to show that appropriate measures have been taken to effect the Transfer as it relates to the operation of the CYDF Facial Bar, including, by transferring all necessary and appropriate business licenses, insurance policies, and material agreements, or obtaining new business licenses, insurance policies and material agreements.
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- Terms of Purchase Agreement. Notwithstanding the terms of the Purchase Agreement, the Transferor Parties and Transferee Parties hereby agree that the Transfer shall not transfer or purport to transfer any assets, rights or interests reserved by, owned by or accruing to the benefit of Franchisor, including, without limitation: (i) any assets, rights or interests associated with the trademarks, trade dress, copyrights, goodwill, domain names, or other intellectual property used in
connection with the CYDF Facial Bar; (ii) any customer lists, databases, website data, logins and passwords, or any other proprietary information used in connection with the CYDF Facial Bar; and (iii) any other assets, rights or interests reserved to Franchisor under the terms of the Original Agreement and/or New Agreement. All such assets, rights or interests of Franchisor are hereby expressly reserved by Franchisor, and the Transferor Parties and Transferee Parties hereby expressly waive and disclaim such assets, rights or interests in all respects.
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- Further Assurances. The Transferor Parties and Transferee Parties each covenant and agree, at their own expense, to execute and deliver, at Franchisor's request, such further instruments and to take such other action as Franchisor may request to consummate the Transfer, the effectiveness of the New Agreement, and the other terms and conditions of this Consent.
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- Franchisor Release. The Transferor Parties, jointly and severally, and each of them, on behalf their respective affiliates, parents, subsidiaries, and each such foregoing person's or entity's respective owners, agents, insurers and our and their respective employees, officers, directors, successors, assigns, owners, guarantors and other representatives (collectively, the "Releasing Parties"), hereby fully and forever unconditionally release and discharge Franchisor, and its affiliates, parents, subsidiaries, each such foregoing person's or entity's respective owners, agents, insurers and our and their respective employees, officers, directors, successors, assigns, owners, guarantors and other representatives (the "Franchisor Parties"), of and from any and all claims, obligations, debts, proceedings, demands, causes of action, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity, which any of them has, had, or may have against any of the Franchisor Parties, from the beginning of time to the Effective Date, including as arising out of or relating to the Original Agreement or the relationship of the Transferor Parties with the Franchisor Parties.
IF THE FRANCHISE YOU OPERATE UNDER THE AGREEMENT IS LOCATED IN CALIFORNIA OR ANY OF THE RELEASING PARTIES IS A RESIDENT OF CALIFORNIA, THE FOLLOWING SHALL APPLY:
SECTION 1542 ACKNOWLEDGMENT. IT IS YOUR INTENTION, ON YOUR OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, IN EXECUTING THIS RELEASE THAT THIS INSTRUMENT BE AND IS A GENERAL RELEASE WHICH SHALL BE EFFECTIVE AS A BAR TO EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION RELEASED BY YOU OR THE RELEASING PARTIES. YOU RECOGNIZE THAT YOU OR THE RELEASING PARTIES MAY HAVE SOME CLAIM, DEMAND, OR CAUSE OF ACTION AGAINST THE FRANCHISOR PARTIES OF WHICH YOU, HE, SHE, OR IT IS TOTALLY UNAWARE AND UNSUSPECTING, WHICH YOU, HE, SHE, OR IT IS GIVING UP BY EXECUTING THIS RELEASE.
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, several conditions and agreements pertain to the Purchase Agreement when transferring a franchise. The Transferor Parties (the current franchisee) and the Transferee Parties (the prospective new franchisee) must meet specific requirements to ensure the transfer aligns with Clean Your Dirty Face's standards and protects its interests.
Specifically, the Transferor Parties and Transferee Parties must acknowledge that the transfer does not include any assets, rights, or interests belonging to the franchisor, such as trademarks, customer lists, or intellectual property. Both parties must also ensure they haven't violated any agreements with Clean Your Dirty Face or its affiliates. The Transferor Parties and Transferee Parties must also provide all necessary documents to facilitate the transfer and adhere to Clean Your Dirty Face's requirements, including terms, closing date, purchase price, debt amount, and payment terms, ensuring that these terms do not negatively impact the Transferee's ability to operate the Clean Your Dirty Face Facial Bar.
Furthermore, both the Transferor Parties and Transferee Parties must provide representations and warranties to Clean Your Dirty Face, confirming their legal standing and authority to fulfill their obligations under the Purchase Agreement and related documents. They must also execute any additional instruments and take any actions requested by Clean Your Dirty Face to finalize the transfer and ensure the New Agreement's effectiveness. The Transferor Parties also provide a release to Clean Your Dirty Face from any claims or liabilities related to the Original Agreement or their relationship with Clean Your Dirty Face. These measures collectively aim to ensure a smooth and legally sound transfer process that protects the interests of all parties involved.