How can the Cornwell Quality Tools agreement be modified?
Cornwell_Quality_Tools Franchise · 2025 FDDAnswer from 2025 FDD Document
red and/or failure to maintain the inventory purchase levels required in Paragraph 7 and/or failure to maintain full collateralization of any promissory note and security agreement.
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- Cornwell may agree to waive any default, in its sole discretion, upon such terms as Cornwell determines. Without limiting the foregoing, Cornwell may require Dealer to agree to a modification of the Territory as a condition of waiving Dealer's failure to use best full-time efforts to serve the Territory fully. No action or failure to act on the part of Cornwell shall operate as a waiver or otherwise of the subsequent right to terminate Dealer, unless expressly so stated in writing.
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- Dealer may terminate this Agreement at any time after mailing written notice to Cornwell thirty (30) days before the effective date of such termination.
Source: Item 23 — RECEIPT (FDD pages 101–373)
What This Means (2025 FDD)
According to Cornwell Quality Tools's 2025 Franchise Disclosure Document, the agreement can be modified under specific circumstances, primarily related to defaults and waivers. Cornwell Quality Tools may require a dealer to agree to a modification of their territory as a condition of waiving a default. This implies that if a dealer fails to meet certain obligations, such as maintaining inventory purchase levels or fully serving their territory, Cornwell Quality Tools might offer a waiver of the default in exchange for the dealer accepting a smaller or altered territory.
Cornwell Quality Tools retains the discretion to waive any default, and the terms of such a waiver are determined solely by Cornwell Quality Tools. This provides Cornwell Quality Tools with flexibility in addressing dealer issues but also places the dealer in a position where they must accept Cornwell Quality Tools's conditions to avoid termination. The FDD emphasizes that no action or inaction on Cornwell Quality Tools's part should be interpreted as a waiver of their right to terminate the agreement unless it is explicitly stated in writing. This clause protects Cornwell Quality Tools from inadvertently waiving their rights through their conduct.
In the event that Cornwell Quality Tools modifies or discontinues the use of a mark, the dealer is obligated to modify or discontinue its use as well. Cornwell Quality Tools will reimburse the dealer for the tangible costs associated with compliance, such as changing decals or signs. This ensures that dealers are not financially burdened by changes to Cornwell Quality Tools's branding or intellectual property. The dealer also agrees not to contest Cornwell Quality Tools's rights to its marks, trade secrets, or business techniques, reinforcing Cornwell Quality Tools's control over its intellectual property and business methods.