Under what conditions can either party immediately terminate the Degree Wellness agreement?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
ovision of this Agreement, any other agreement with Management Company, or any mandatory specification, program, standard or operating procedure within 10 days after written notice of such failure to comply is given to Licensed Provider; or
- (i) Licensed Provider, if an individual, dies, becomes permanently disabled, or is temporarily disabled such that he/she fails to operate the Studio on a full-time basis for more than 10 scheduled business days in any 3 calendar month period.
- 12.2 This Agreement may be terminated by either Party (a) in its sole and absolute discretion upon sixty (60) days' written notice to the other Party, or (b) immediately by written notice to the other Party if such Party reasonably believes, based upon an opinion of qualified legal counsel, that this Agreement is in violation of applicable law; provided, however, that the Parties will negotiate in good faith to amend the Agreement to comply with all such applicable law while still achieving the primary purposes hereof, or (c) immediately by written notice to the other Party upon termination of the Franchise Agreement.
- 12.3 This Agreement may be terminated by Licensed Provider in the event Management Company fails to comply with any provision of this Agreement within 60 days after written notice of such failure to comply is given to Management Company.
12.4. Upon termination of this Agreement by either Party, Licensed Provider must immediately pay Management Company any and all fees and amounts then due and owing (including the Management Fee), return all Confidential Information to Management Company (and shall neither make nor retain any copies thereof), cease use of all Marks and other elements of the System, provide Management Company's designee with the Patient Records pursuant to Section 15.2 below, and vacate the Premises and return all keys, pass cards and codes to Management Company.
13. Waiver of Certain Damages; Waiver of Trial by Jury.
13.1 Licensed Provider hereby waives to the fullest extent permitted by law, any right to or claim for any indirect, special, consequential, incidental, punitive, exemplary, or treble damages, and other forms of multiple damages, against Management Company and/or Degree Wellness, including without limitation, any economic loss, property damage, physical injury, or lost profits arising out of this Agreement, Licensed Provider's use of the Marks or other elements of the System, or Management Company's provision of the Management Company Services, regardless of whether arising under breach of contract, warranty, tort, strict liability or any other legal or equitable theory or claim, even if such loss or damage could have been reasonably foreseen.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 63–66)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, there are specific conditions under which either party can immediately terminate the agreement. The agreement can be terminated immediately by written notice if either party reasonably believes, based on qualified legal counsel, that the agreement violates applicable law. However, both parties are expected to negotiate in good faith to amend the agreement to comply with the law while still achieving its primary purposes. Additionally, the agreement can be terminated immediately by written notice if the Franchise Agreement is terminated.
Furthermore, Management Company can terminate the agreement immediately if the Licensed Provider assigns or transfers the agreement without prior written consent, if the ownership of the Licensed Provider changes without consent (if the Licensed Provider is an entity), if the Licensed Provider, as an individual, dies, becomes permanently disabled, or is temporarily disabled such that they fail to operate the Studio on a full-time basis for more than 10 scheduled business days in any 3 calendar month period. Management Company can also terminate immediately if there is an attempted assignment or unauthorized delegation of rights or obligations, any withdrawal by Group from Group's Bank Account in contravention of Exhibit A of this Agreement, or the dissolution of Group for any reason.
These termination conditions are important for a prospective franchisee to understand as they outline scenarios that could lead to an immediate end to the agreement. It is crucial for franchisees to adhere to legal and operational requirements to avoid such terminations. The requirement to negotiate in good faith to amend the agreement if a legal violation is suspected provides a degree of protection, but franchisees should still seek their own legal counsel to ensure compliance and protect their interests.