Does the table summarizing the Franchise Agreement provisions for Counselor Realty contain all the details?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]
| Provision | Section(s) in Franchise or Other Agreement | Summary | |
|---|---|---|---|
| j. Assignment of contract by franchisor | Section 9.4 | Counselor may transfer its interest in Franchise Agreement by notice to you | |
| k. "Transfer" by franchisee -- definition | Section 9.1 | Includes transfer of your interest in Franchise Agreement, the Office, Business or Business assets, or an interest in your business entity or your owners | |
| l. Franchisor approval of transfer by franchisee | Section 9.1 | Counselor has the right to consent to all transfers (other than a transfer of less than a majority interest in your business entity or your owners) and will consent if Counselor deems transferee qualified and conditions specified in Franchise Agreement are satisfied | |
| m. Conditions for franchisor approval of transfer | Sections 9.1, 9.2 | Transferee qualifies; payment of transfer fee; payment of all amounts owing; renovation to then-current System standards; execution of guaranty by buyer's shareholders or owners | |
| n. Franchisor's right of | Section 9.6 | Counselor has the right of first | |
| first refusal to acquire | refusal to match any offer for your | ||
| franchisee's business | Business | ||
| o. Franchisor's option to | Not applicable | Not applicable | |
| purchase franchisee's | |||
| business | |||
| p. Death or disability of franchisee | Section 9.3 | Decedent's (or disabled person's) executor, heir, successor or legal representative must apply for Counselor's consent to transfer within 60 days after death or incapacity, and comply with transfer provisions of Franchise Agreement | |
| q. Non-competition covenants during the term of the franchise | Section 7.2 | No direct or indirect involvement in any different or competing real estate brokerage service business within 50 miles of Office; no solicitation of agents, employees or independent | |
| Provision | Section(s) in Franchise or Other Agreement | Summary contractors of Counselor or any of Counselor's franchisees | |
| r. Non-competition covenants after the franchise is terminated or expires | 7.2 | No solicitation of agents, employees or independent contractors of Counselor or any of Counselor's franchisees for 24- months post-termination | |
| s. Modification of the agreement | Section 13.2 | No modifications generally but Franchise Policy Guidelines and licensed Marks subject to change by Counselor | |
| t. Integration/merger clause | Section 13.1 | Only the terms of the Franchise Agreement are binding on Counselor | |
| u. Dispute resolution by arbitration or mediation | Section 10.1 | Most disputes are resolved by individual binding arbitration conducted in Minneapolis, Minnesota | |
| v. Choice of forum | Not applicable | Not applicable | |
| w. Choice of law | Section 13.2 | Minnesota law applies (except Minnesota Franchises Law applies only to franchisees whose principal place of business is located in Minnesota and to whom Minnesota Franchise Act applies by its own terms) | |
| Provision | Section(s) in Franchise or Other Agreement | ||
| j. | Assignment of contract by franchisor | Section 9.4 | |
| k. | "Transfer" by franchisee definition | Section 9.1 | |
| l. | Franchisor approval of transfer by franchisee | Section 9.1 | |
| m. | Conditions for franchisor approval of transfer | Sections 9.1, 9.2 | |
| n. | Franchisor's right of first refusal to acquire franchisee's business | Section 9.6 | |
| o. | Franchisor's option to purchase franchisee's business | Not applicable | |
| p. | Death or disability of franchisee | Section 9.3 | |
| q. | Non-competition covenants during the term of the franchise | Section 7.2 | |
| Provision | Section(s) in Franchise or Other Agreement | Summary contractors of Counselor or any of Counselor's franchisees | |
| ---- | --------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
| r. | Non-competition covenants after the franchise is terminated or expires | 7.2 | No solicitation of agents, employees or independent contractors of Counselor or any of Counselor's franchisees for 24- months post-termination |
| s. | Modification of the agreement | Section 13.2 | No modifications generally but Franchise Policy Guidelines and licensed Marks subject to change by Counselor |
| t. | Integration/merger clause | Section 13.1 | Only the terms of the Franchise Agreement are binding on Counselor |
| u. | Dispute resolution by arbitration or mediation | Section 10.1 | Most disputes are resolved by individual binding arbitration conducted in Minneapolis, Minnesota |
| v. | Choice of forum | Not applicable | Not applicable |
| w. | Choice of law | Section 13.2 | Minnesota law applies (except Minnesota Franchises Law applies only to franchisees whose principal place of business is located in Minnesota and to whom Minnesota Franchise Act applies by its own terms) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 25–29)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, Item 17 provides a summary of key provisions within the Franchise Agreement. While the table outlines important aspects such as assignment of contract, transfer conditions, non-competition covenants, dispute resolution, and choice of law, it is presented as a summary.
For a prospective franchisee, this means the table offers a high-level overview but does not contain the complete, detailed language of each provision. Franchisees must refer to the specific sections in the Franchise Agreement itself (referenced in the second column of the table) for the full legal context and requirements. For example, while the table summarizes conditions for franchisor approval of a transfer, the actual Franchise Agreement spells out the precise requirements a transferee must meet.
It is important for potential Counselor Realty franchisees to not rely solely on this summary table when making decisions. Instead, they should carefully review the complete Franchise Agreement, ideally with legal counsel, to fully understand their rights and obligations. The FDD explicitly encourages franchisees to seek independent legal and financial advice to fully understand the franchise agreement and related documents.
In summary, the table in Item 17 serves as a helpful guide to locate specific clauses within the Franchise Agreement, but it does not replace the need for a thorough reading and understanding of the entire agreement. Franchisees should pay close attention to the sections referenced in the table to ensure they are aware of all the details pertaining to each provision.