What are the 'Surviving Obligations' for Clean Your Dirty Face after the Original Agreement terminates?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
entation or warranty that is not true as of the Effective Date or the Transfer Date, Franchisor's consent to the Transfer may be withdrawn, and any transfer that occurs thereafter, of any kind, including the Transfer, shall be deemed an unauthorized transfer under the terms of the Original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); (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.
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to the 2025 Clean Your Dirty Face FDD, the "Surviving Obligations" that remain in effect after the Original Agreement terminates include several key areas. These obligations ensure that certain responsibilities and protections continue even after the franchise agreement itself is no longer active.
Specifically, these surviving obligations encompass any responsibilities under the Original Agreement that, either explicitly or by their nature, are intended to extend beyond the termination date. This includes post-termination restrictive covenants, which typically restrict the franchisee from engaging in similar businesses or soliciting customers within a certain geographic area for a specified period. It also covers indemnification, which requires the franchisee to protect Clean Your Dirty Face from any liabilities or damages arising from the franchisee's operations. Dispute resolution mechanisms, such as arbitration or mediation, also survive to address any conflicts that may arise even after the agreement has ended.
Additionally, non-disparagement clauses, which prevent the franchisee from making negative statements about Clean Your Dirty Face, and confidentiality provisions, which protect the franchisor's trade secrets and proprietary information, remain in effect. The obligation to cease using any proprietary trademarks also continues, preventing the franchisee from continuing to use Clean Your Dirty Face's branding after the agreement terminates. Furthermore, any obligations arising prior to the Transfer Date, including obligations to pay amounts owed to Clean Your Dirty Face, and any breaches or violations of the Original Agreement by the Transferor Party also constitute surviving obligations. These surviving obligations are secured by the Original Guaranty, allowing Clean Your Dirty Face to pursue remedies against the Transferor Guarantors if the Transferor Party fails to comply with these obligations.