What is the Clear Pest Pros franchisee's obligation regarding executing documents for the franchisor?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
greement, in any arbitration, judicial, or other adjudicatory proceeding arising hereunder, except upon a ground
expressly provided in this Agreement, or pursuant to any right expressly granted by any applicable statute expressly regulating the sale of franchises, or any regulation or rules promulgated thereunder.
L. CONSTRUCTION AND INTEGRATION.
This Agreement and all exhibits to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations or inducements, and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. You acknowledge that you are entering into this Agreement as a result of your own independent investigation of our Clear Pest Pros Business and not as a result of any representations about us made by our shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees that are contrary to the terms set forth in this Agreement, or in any disclosure document, prospectus, or other similar document required or permitted to be given to you pursuant to applicable law.
You agree that no modifications of this Agreement (except those specifically authorized herein) shall be effective except those in writing and signed by both parties. You acknowledge that you have not received any express or implied representations or warranties regarding the sales, earnings, income, profits, gross revenues, business or financial success, value of the franchise, provided by us or our representatives or any other matters pertaining to the franchise from us or any of our officers, employees or agents that were not contained in this Agreement or the Franchise Disclosure Document received by you (hereinafter "Representations"). You further acknowledge that if you had received any such Representations, you would not have executed this Agreement, and you would have: (a) promptly notified us in writing of the person or persons making such Representations; and (b) provided to us a specific written statement detailing the Representations made. You acknowledge that we justifiably have relied on your representations made before the execution of this Agreement. Nothing in this Agreement is intended, nor is deemed, to confer any rights or remedies upon any person or legal entity not a party to this Agreement.
Except where this Agreement expressly obligates us reasonably to approve or not unreasonably to withhold our approval of any of your actions or requests, we have the absolute right, in our sole discretion, to refuse any request you make or to withhold our approval of any of your proposed initiated or effected actions that require our approval.
The headings of the sections and paragraphs in this Agreement are for convenience only and do not define, limit, or construe the contents of such sections or paragraphs.
References in this Agreement to "we," "us," and "our," with respect to all of our rights and all of your obligations to us under this Agreement, will be deemed to include any of our affiliates with whom you deal. The term "affiliate," as used in this Agreement with respect to you or us, means any person or entity directly or indirectly owned or controlled by, under common control with, or owning or controlling you or us. For purposes of this definition, "control" means the power to direct or cause the direction of management and policies.
If two (2) or more persons are the franchisee under this Agreement, their obligation and liability to us will be joint and several.
This Agreement may be signed in multiple copies, each of which will be deemed an original.
M. COMPLIANCE WITH OTHER LAWS.
You must comply with all national, state, and local laws and regulations that apply. You are solely responsible for investigating and complying with these laws.
N. WAIVERS.
We will not be deemed to have waived our right to demand exact compliance with any of the terms of this Agreement, even if at any time: (a) we do not exercise a right or power available to us under this Agreement; (b) we do not insist on your strict compliance with the terms of this Agreement; (c) there develops a custom or practice which is at variance with the terms of this Agreement; or (d) we do not demand payments which are otherwise due to us under this Agreement. Similarly, our waiver of any particular breach or series of breaches under this Agreement or of any similar term in any other agreement between you and us or between us and any other franchise owner, will not affect our rights with respect to any later breach by you or anyone else.
O. EFFECTIVE DATE AND LOCATION OF AGREEMENT.
This Agreement shall not be effective until accepted by us as evidenced by dating and signing by an officer of us and the place of execution of this Agreement shall be the State of Michigan.
P. DAYS.
Unless otherwise specifically stated in this Agreement, the term "days" shall refer to calendar days.
**Q.
Source: Item 22 — CONTRACTS (FDD pages 67–68)
What This Means (2025 FDD)
According to the 2025 Clear Pest Pros Franchise Disclosure Document, a franchisee has obligations regarding the execution of documents, particularly concerning the Franchise Agreement and related agreements. The franchisee must acknowledge that they have entered into the agreement based on their own independent investigation and not due to any representations made by Clear Pest Pros that are contrary to the terms set forth in the agreement or the franchise disclosure document. Furthermore, any modifications to the agreement must be in writing and signed by both parties to be effective. The franchisee also confirms they have not relied on any representations regarding potential sales, earnings, or the financial success of the franchise that were not included in the Franchise Disclosure Document. If such representations were made, the franchisee is obligated to notify Clear Pest Pros in writing and provide a detailed statement about those representations. These acknowledgements are crucial, as Clear Pest Pros relies on the franchisee's representations made before the execution of the agreement.
In the context of transferring the franchise, the franchisee has several obligations related to documentation. They must provide Clear Pest Pros with written authorization to release information about the operation of the Clear Pest Pros Business to the transferee. Additionally, the franchisee may be required to have the transferee sign the then-current form of the franchise agreement, a personal guaranty, and all other required exhibits, which may differ materially from the original agreement. If the franchisee provides financing to the transferee through an installment sale, the franchisee must continue to guarantee performance and payment obligations to Clear Pest Pros until the final closing of the sale or final payment. If the franchisee finances any part of the sale price, they must ensure that the transferee's obligations are subordinate to the transferee's obligation to pay royalties and other amounts due to Clear Pest Pros. The franchisee must also enter into a comfort letter assuring Clear Pest Pros that the transferee will meet its obligations under the Franchise Agreement and reaffirming the franchisee's guaranty of the Franchise Agreement.
Moreover, the franchisee is required to comply with post-termination obligations as set forth in the agreement. In the event of an approved transfer to a wholly-owned corporation or limited liability company, the franchisee must own and control at least 100% of the issued and outstanding capital stock or other ownership interest. The franchisee must have attended initial training and have their business open in order to transfer the Clear Pest Pros Business. The transferee must obtain and maintain all required permits and licenses, and lessors or other parties must consent to the proposed transfer to the extent required by leases or other agreements. The transfer must comply with all applicable laws, including state and federal laws governing the offer and sale of franchises. If required by Clear Pest Pros, the transferee must purchase all or a portion of the initial package, new or refurbished equipment, inventory, new vehicles/vehicle wraps, and complete remodeling, refurbishing, renovation, or upgrades to ensure compliance with current system standards.