Under the Crepe De Licious Area Development Agreement Guarantee, Indemnification, and Acknowledgment, what is being guaranteed to Crepe Delicious Holding USA, Inc.?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
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| AREA | DEVELOPER'S | DESIGNATED | PRINCIPAL |
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The following identifies Area Developer's Designated Manager (as defined in Section 5.2 of the Area Development Agreement):
| Name of Designated Manager | Address, Telephone, E-mail | Interest (%) with Description |
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CREPE DELICIOUS HOLDING USA, INC. AREA DEVELOPMENT AGREEMENT EXHIBIT C GUARANTEE, INDEMNIFICATION, AND ACKNOWLEDGMENT
| | As an inducement to Crepe Delicious Holding USA, Inc. ("Franchisor") to enter into the Area | |---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------| | Development Agreement between Franchisor and | | | ("Area Developer"), dated | , 20 (the "Agreement"), the undersigned, jointly | | and severally, hereby guarantee to Franchisor and Franchisor's successors and assigns that all of Area | | | Developer's covenants and obligations, including, without limitation, monetary obligations, under the | | | Agreement will be punctually paid and performed. This Guarantee is an unconditional, irrevocable and | | | absolute guaranty of payment and performance and may not be cancelled, terminated, modified, or amended | | | except by written agreement executed by both parties. | | Upon demand by Franchisor, the undersigned each hereby jointly and severally agree to immediately make each payment required of Area Developer under the Agreement and waive any right to require Franchisor to: (a) proceed against Area Developer for any payment required under the Agreement; (b) proceed against or exhaust any security from Area Developer; (c) pursue or exhaust any remedy, including any legal or equitable relief, against Area Developer; or (d) give notice of demand for payment by Area Developer. Without affecting the obligations of the undersigned under this Guarantee, Franchisor may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of Area Developer, or settle, adjust, or compromise any claims against Area Developer, and the undersigned each hereby jointly and severally waive notice of same and agree to remain and be bound by any and all such amendments and changes to the Agreement.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious FDD, the Guarantee, Indemnification, and Acknowledgment agreement ensures that all of the Area Developer's commitments and responsibilities, including financial obligations, as outlined in the Area Development Agreement, will be consistently fulfilled. This guarantee is absolute and remains in effect unless both parties agree to changes in writing. This protects Crepe De Licious by ensuring the Area Developer meets their obligations.
Furthermore, the agreement stipulates that the guarantor will immediately cover any payments the Area Developer is required to make, waiving the need for Crepe De Licious to first pursue the Area Developer for payment or exhaust any security or remedies against them. Crepe De Licious can also modify or release any of the Area Developer's obligations without notifying the guarantor, who remains bound by any changes to the agreement. This provides Crepe De Licious with flexibility and protection in managing the Area Development Agreement.
The guarantor also commits to defend, indemnify, and hold Crepe De Licious harmless from any losses, damages, liabilities, costs, and expenses, including attorney's fees, arising from the Area Developer's failure to meet their obligations under the Area Development Agreement. The guarantor acknowledges being individually bound by all covenants in the Area Development Agreement but does not gain any rights to use the Crepe De Licious marks or system. This clause ensures that Crepe De Licious is protected from potential financial or legal repercussions due to the Area Developer's actions or inactions.