Are the provisions in this assignment considered the exclusive remedy for Clear Pest Pros franchisor?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
We also have the right to terminate this Agreement after providing notice and a 30 day cure period if you fail to perform or comply with any one or more of the terms or conditions of this
Agreement or the Operations Manual not specifically contained in Section 12.A above; including, without limitation, any warranty, or certification of this Agreement, and any System Standard or other provision in the Clear Pest Pros owners' intranet website or the Operations Manual.
In addition to our right to terminate this Agreement, and not in lieu of such right, or any other rights we may have against you, upon a failure to cure any default within the applicable time period (if any), we have the right, but not the obligation, to: (1) charge the Non-Compliance Fee; (2) reduce the size of your Territory or permit other franchisees or Company Stores to provide the Services and Products with your Territory; and/or (3) enter upon the Clear Pest Pros Business premises and exercise complete authority with respect to the operation of the Clear Pest Pros Business until such time as we determine, in our sole discretion that the default has been cured, and you are otherwise in compliance with this Agreement. In the event we exercise the rights described in this Section, you must pay us a reasonable management fee of 10% of Gross Sales and reimburse us for all reasonable costs and overhead, if any, incurred in connection with our operation of your Clear Pest Pros Business including, without limitations, costs of personnel for supervising and staffing the Clear Pest Pros Business and their travel and lodging accommodations, plus a 20% service charge.. This fee is in addition to the payment of the Royalty and all other fees due under this Agreement during the time we exercise our rights under this Agreement. If we undertake to operate the Clear Pest Pros Business pursuant to this Section, you agree to indemnify and hold us (and our representative(s) and employees) harmless from and against any fines, claims, suits or proceedings that may arise out of our operation of the Clear Pest Pros Business.
Our delay in exercising or failing to exercise any right or remedy under this Agreement or our acceptance of any late or partial payment due hereunder will not constitute a waiver of any of our rights or remedies against you.
Source: Item 22 — CONTRACTS (FDD pages 67–68)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the provisions for Clear Pest Pros's remedies are not considered the exclusive remedy. Clear Pest Pros retains the right to terminate the agreement if a franchisee fails to comply with the terms and conditions outlined in the agreement or the Operations Manual, with a 30-day cure period provided, except for specific instances in Section 12.A. This includes breaches of warranty, certifications, System Standards, or provisions within the Clear Pest Pros intranet or Operations Manual.
In addition to termination rights, Clear Pest Pros has supplementary rights, not in place of termination or other legal rights. Upon failure to cure a default, Clear Pest Pros can impose a Non-Compliance Fee, reduce the franchisee's territory size, allow other franchisees or company stores to operate within the territory, or take control of the Clear Pest Pros Business until the default is resolved. If Clear Pest Pros exercises control over the business, the franchisee must pay a management fee of 10% of Gross Sales, reimburse all reasonable costs and overhead, including personnel and accommodations, plus a 20% service charge. These fees are in addition to royalties and other fees due under the agreement.
The agreement also states that any delay or failure by Clear Pest Pros to exercise its rights or remedies, or acceptance of late or partial payments, does not constitute a waiver of those rights or remedies. This ensures that Clear Pest Pros can pursue any available legal avenues in addition to the specific remedies listed in the agreement, without being limited to those remedies alone. This is a common practice in franchising, allowing franchisors flexibility in addressing franchisee non-compliance while protecting their brand and system standards.