How can the agreement with Cornwell Quality Tools be modified?
Cornwell_Quality_Tools Franchise · 2025 FDDAnswer from 2025 FDD Document
costs in connection with defending Cornwell's Marks. To receive reimbursement, the Dealer must have notified Cornwell immediately upon learning about the infringement or challenge.
Dealer must modify or discontinue the use of a Mark if Cornwell modifies or discontinues it. In the event of such action by Cornwell, Cornwell will reimburse the Dealer for tangible costs of compliance (for example, changing decals or signs). The Dealer agrees not to directly or indirectly contest Cornwell's right to its Marks, trade secrets or business techniques that are a part of Cornwell's business.
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- The franchise granted by this Agreement is assignable or transferable by Dealer, either voluntarily or by operation of law, only with written consent from Cornwell. Cornwell will not unreasonably withhold its consent. Dealer shall have the right to assign or transfer Dealer's assets, subject to any security interest Cornwell may have in them.
Source: Item 23 — RECEIPT (FDD pages 101–373)
What This Means (2025 FDD)
According to Cornwell Quality Tools' 2025 Franchise Disclosure Document, the agreement can be modified under specific circumstances, primarily related to waiving defaults or changes to Cornwell's trademarks. Cornwell Quality Tools may agree to waive any default by a dealer, and this waiver can be subject to terms that Cornwell Quality Tools determines at its sole discretion. One potential condition for waiving a default is a modification of the dealer's territory. This means that if a dealer fails to meet certain obligations, Cornwell Quality Tools might offer a revised territory as a condition for not enforcing the default.
Additionally, the agreement specifies that a dealer must modify or discontinue the use of a mark (trademark) if Cornwell Quality Tools modifies or discontinues it. In such cases, Cornwell Quality Tools will reimburse the dealer for the tangible costs associated with compliance, such as changing decals or signs. This provision ensures that the Cornwell Quality Tools brand remains consistent and up-to-date across all dealerships, and it also provides some financial relief to dealers who incur expenses to implement these changes.
It is important to note that any waiver of a default by Cornwell Quality Tools does not imply a permanent change to the agreement unless it is expressly stated in writing. This protects Cornwell Quality Tools' right to enforce the agreement's terms in the future, even if a previous default was waived. The agreement also states that the dealer cannot directly or indirectly contest Cornwell Quality Tools' rights to its marks, trade secrets, or business techniques. This clause is designed to protect Cornwell Quality Tools' intellectual property and proprietary business methods.