What is the purpose of the WHEREAS clauses in the Crepe De Licious assignment agreement?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Franchisor and Franchisee have entered into a Franchise Agreement ("Agreement") pursuant to which Franchisee was granted the right to own and operate a Crepe de licious business;
WHEREAS, [Franchisee has notified Franchisor of its desire to transfer the Agreement and all rights related thereto, or an ownership interest in Franchisee, to a transferee/enter into a successor franchise agreement/amend the Agreement] or [the Agreement is being terminated/or indicate other reason for the requirement of this waiver and release], and Franchisor has consented to such [transfer/successor franchise agreement/amendment/termination/other reason]; and
WHEREAS, as a condition to Franchisor's consent to [transfer the Agreement/enter into a successor franchise agreement/amend the Agreement/terminate the Agreement/other reason], Releasor has agreed to execute this Release upon the terms and conditions stated below.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, the "WHEREAS" clauses in the assignment agreement serve to provide context and justification for the agreement. These clauses outline the existing relationship between the Franchisor and Franchisee, the Franchisee's desire to transfer the agreement or ownership interest, and the Franchisor's consent to such transfer, amendment, or termination. They also state that the Releasor's execution of the release is a condition of the Franchisor's consent.
Specifically, the "WHEREAS" clauses in the Crepe De Licious assignment agreement explain that the Franchisee and Franchisor initially entered into a Franchise Agreement, granting the Franchisee the right to operate a Crepe De Licious business. They further clarify that the Franchisee has expressed a desire to transfer the agreement or ownership, or to enter into a successor agreement or amend the existing one. Alternatively, the agreement might be terminated, or another reason might necessitate the waiver and release. The Franchisor's consent is contingent upon the Releasor agreeing to the terms and conditions of the release.
In essence, these clauses establish the foundation upon which the assignment agreement is built, ensuring that all parties understand the reasons for the agreement and the conditions attached to it. This is a common practice in franchise agreements to ensure clarity and avoid potential disputes by clearly stating the intentions and preconditions of the agreement.