What happens to the Franchise Policy Guidelines upon termination of a Counselor Realty franchise?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
set forth in Sections 7.2(b) and (d).
12. TERMINATION CONSEQUENCES.
Upon termination or expiration of this Agreement, all rights licensed herein, and your interest herein, revert to Counselor automatically, and you must immediately:
- (a) stop using the Marks and System, any materials containing or depicting the Marks or System, and any other name or mark confusingly similar to the Marks, including domain names;
- (b) pay all sums due to Counselor or its affiliates or which we have guaranteed;
- (c) return the Franchise Policy Guidelines and all other confidential or trade secret information to us, and stop using distinctive, proprietary or confidential items, methods or other techniques, systems or know-how we disclosed to you. Counselor or its affiliate may access and remove any confidential or proprietary information and materials, either at the Office (including any Additional Office and Extension Office) or remotely by electronic means ; and
- (d) remove all distinctive inventory, trade dress, and leasehold improvements to eliminate any similarity in design, structure, signage, trade dress, decor, color or layout to the distinctive appearance of other Counselor businesses.
13. MISCELLANEOUS PROVISIONS.
- 13.1 Interpretation. This Agreement, plus your application, are the entire and final agreement between you and us. This Agreement supersedes any Agreement previously made between you and us for the Office covered by this Agreement. You have not received or relied upon any representation, understanding, agreement or assurance not set forth herein and in our Franchise Disclosure Document. All rights and remedies provided herein or by law are cumulative.
- 13.2 Governing Law. This Agreement is made in Minnesota and shall be governed by Minnesota law (except that the Minnesota Franchise Law (Minn. Stat. Chapter 80C) shall apply only to Minnesota franchisees). This Agreement may be waived, modified or varied only by a writing signed by the parties on a separate document prepared by us. Acquiescence in or waiver of any breach is not a waiver of any other or subsequent breach.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, upon termination or expiration of the Franchise Agreement, the franchisee is required to return the Franchise Policy Guidelines to Counselor Realty. This obligation is part of the broader consequences of termination, where all licensed rights revert to Counselor Realty automatically.
Specifically, the franchisee must cease using the Counselor Realty Marks and System, including any materials depicting them, and any confusingly similar names or marks, including domain names. The franchisee must also pay all outstanding sums due to Counselor Realty or its affiliates. Counselor Realty or its affiliate has the right to access and remove any confidential or proprietary information and materials from the franchisee's office, including any Additional Office and Extension Office, either physically or remotely through electronic means.
Furthermore, the franchisee is obligated to remove all distinctive inventory, trade dress, and leasehold improvements to eliminate any similarity to the distinctive appearance of other Counselor Realty businesses. This ensures that the terminated franchise location no longer resembles a Counselor Realty outlet. The franchisee also has a continuing duty to not disclose or use any confidential or proprietary information or trade secrets after the termination of the agreement.
These post-termination obligations are designed to protect Counselor Realty's brand, system, and confidential information. Failure to comply with these requirements could result in legal action by Counselor Realty to enforce these provisions.