Does Crawlspace Medic have sole discretion over Trade Dress Modifications?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
- 9.4.2.
As a condition to renew this Agreement, Franchisee shall refurbish the Franchised Business location or vehicle at Franchisee's sole expense, as required by Franchisor, to conform to Trade Dress Modifications.
This includes, without limitation, structural changes, remodeling, redecoration, and modifications to existing improvements.
Notwithstanding the foregoing restriction on the frequency of Trade Dress Modifications, Franchisee, upon notice by Franchisor and in accordance with Section 14.6 hereof, shall immediately discontinue the use of any Mark that is no longer desirable or available to Franchisor and substitute a different Mark or Marks as Franchisor directs.
- 9.4.3.
Franchisee will accept use and display any such Trade Dress Modifications as if they were a part of this Franchise Agreement at the time of execution hereof.
- 9.5.
No Liability/Waiver of Claims.
Franchisor shall not be liable to Franchisee for any expenses, losses or damages sustained by Franchisee as a result of any of the modifications, including Trade Dress Modifications, required by this Article 9.
Franchisee hereby covenants not to commence or join in any litigation or other proceeding against Franchisor or any third party, complaining of any such or seeking expenses, losses or damages caused thereby.
Further, Franchisee expressly waives any claims, demands or damages arising from or related to the modifications contemplated by this Article 9, including, without limitation, any claim of breach of contract, breach of fiduciary duty, fraud, and/or breach of the implied covenant of good faith and fair dealing.
- 9.6.
Franchisee Advisory Council.
Franchisor reserves the right to create (and if created, the right to change or dissolve) a franchisee advisory council as a formal means for System franchisees to communicate ideas.
In the event a franchisee advisory council is created, Franchisor may invite Franchisee to participate in councilrelated activities and meetings.
Invitation may be based on a franchisee's level of success, superior performance and profitability.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2024 FDD)
According to the 2024 Crawlspace Medic FDD, Crawlspace Medic maintains the right to require franchisees to implement Trade Dress Modifications. As a condition of renewing the franchise agreement, the franchisee must refurbish the business location or vehicle at their own expense to comply with these modifications. These modifications can include structural changes, remodeling, redecoration, and modifications to existing improvements.
Crawlspace Medic also has the right to require franchisees to immediately discontinue using any Mark that is no longer desirable or available and substitute it with a different Mark as directed. Franchisees are expected to accept and display these Trade Dress Modifications as if they were part of the original franchise agreement.
The FDD stipulates that Crawlspace Medic is not liable for any expenses, losses, or damages incurred by the franchisee as a result of these required modifications. The franchisee also waives any claims against Crawlspace Medic or third parties related to these modifications, including claims of breach of contract, breach of fiduciary duty, fraud, or breach of the implied covenant of good faith and fair dealing.
Crawlspace Medic retains the right to create, change, or dissolve a franchisee advisory council, which serves as a means for franchisees to communicate ideas. Participation in this council is based on factors such as the franchisee's success, performance, and profitability. This council may provide a platform for franchisees to voice their opinions regarding Trade Dress Modifications, although Crawlspace Medic ultimately retains the final decision-making authority.