Which provisions of the Crisp & Green Area Development Agreement survive termination or expiration?
Crisp_Green Franchise · 2024 FDDAnswer from 2024 FDD Document
You acknowledge that other CRISP & GREEN franchisees/area developers have or will be granted
franchises or area development rights at different times and in different situations, and further acknowledge that the provisions of such agreements may vary substantially from those contained in this Agreement. You shall not complain on account of any variation from standard specifications and practices granted to any other franchisee/area developer and shall not be entitled to require us to grant to you a like or similar variation thereof. The provisions set forth in the Franchise Agreement for your first Franchised Restaurant containing any covenants not to compete, confidentiality obligations, enforcement provisions, indemnification obligations, notice provisions, and sections referenced as "Relationship of the Parties" and "Miscellaneous" are incorporated into this Agreement by reference and will be applicable to this Agreement until such time as you sign a subsequent Franchise Agreement, at which time the provisions of the new agreement relating to covenants not to compete, confidentiality obligations, enforcement provisions, indemnification obligations, notice provisions, and sections referenced as "Relationship of the Parties" and "Miscellaneous" will be incorporated into this Agreement by reference in place of the previous provisions. Likewise, if you later sign yet another Franchise Agreement, at all times, the provisions contained in the last Franchise Agreement you sign with us, which relate to covenants not to compete, confidentiality obligations, enforcement provisions, indemnification obligations, notice provisions, and sections referenced as "Relationship of the Parties" and "Miscellaneous" are hereby incorporated into this Agreement by reference in place of the previous provisions. You acknowledge having received a copy of our current form of Franchise Agreement for use in the sale of Franchised Restaurants, and that until you sign an agreement for your first Franchised Restaurant, the provisions of the form we provided to you relating to these matters will be deemed incorporated in this Agreement by reference and applicable to this Agreement. Any reference to the expression "this Agreement" in those Sections will be interpreted as a reference to this Area Development Agreement, any reference to "Franchisee" or "you" in those Sections will read as "Developer," and any reference to "Designated Area" will read as "Development Area." Any provisions of this Agreement which, by their nature, may or are to be performed following expiration or termination of this Agreement, will survive termination or expiration.
Source: Item 23 — RECEIPTS (FDD pages 66–252)
What This Means (2024 FDD)
According to Crisp & Green's 2024 Franchise Disclosure Document, certain provisions within the Franchise Agreement for the first Franchised Restaurant are incorporated into the Area Development Agreement and remain applicable even after the Area Development Agreement expires or is terminated. These provisions encompass covenants not to compete, confidentiality obligations, enforcement provisions, indemnification obligations, and notice provisions. Additionally, sections referenced as "Relationship of the Parties" and "Miscellaneous" are also included.
Specifically, the provisions contained in the last Franchise Agreement signed with Crisp & Green relating to covenants not to compete, confidentiality obligations, enforcement provisions, indemnification obligations, notice provisions, and sections referenced as "Relationship of the Parties" and "Miscellaneous" are incorporated into the Area Development Agreement by reference, replacing any previous provisions. Until an agreement is signed for the first Franchised Restaurant, the provisions of the form provided by Crisp & Green relating to these matters will be deemed incorporated in the Area Development Agreement and applicable to it.
For the purposes of interpreting these incorporated sections, any reference to "this Agreement" will be understood as a reference to the Area Development Agreement, "Franchisee" or "you" will be read as "Developer," and "Designated Area" will be read as "Development Area." Furthermore, any provisions of the Area Development Agreement that, by their nature, may or are to be performed following the expiration or termination of the agreement will continue to be in effect after such expiration or termination. This ensures that certain obligations and responsibilities continue even after the formal agreement has ended.