What is the Dermani Medspa franchisee's obligation when proposing a transfer of the franchise agreement?

• 12.3.1. You must submit a written request to us for any proposed transfer under this Agreement. If you are in full compliance with this Agreement, including our policies and System Standards, then we will not unreasonably withhold our consent to a transfer that meets all of the requirements in this Section. For any proposed transfer, all of the following conditions must be met before or concurrently with the effective date of the transfer:
  • (a) The transferee is approved by us and demonstrates to our satisfaction that he/she meets our then-current standards for new dermani MEDSPA® businesses, and possesses sufficient business experience, aptitude, and financial resources to operate the Franchised Business;
  • (b) You have paid all Royalty Fees, System Marketing Fees, and other amounts owed to us and third party vendors (other than amounts payable to third party vendors that are the subject of a good faith dispute with such vendor), have submitted all required reports and statements, and are not in violation of this Agreement at the time of transfer;
  • (c) (i) You have corrected any existing deficiencies of the Franchised Business of which we have notified you in writing or by electronic communications, and/or (ii) the transferee agrees to upgrade and refurbish the Franchised Business in accordance with our then current requirements and specifications for Franchised Businesses and Medspas within the time period we specify following the effective date of the transfer (we will advise the transferee before the effective date of the transfer of the specific actions that it must take and the time period within which such actions must be taken);
  • (d) Neither the transferee nor its owners (if the transferee is an Entity) or affiliates have an ownership interest (direct or indirect) in or perform services for a Competitive Business;
  • (e) All required personnel of the transferee satisfactorily complete our training program;
  • (f) Your landlord allows you to transfer the lease or sublease the Premises to the transferee;
  • (g) The transferor shall remain liable for all of the obligations to us in connection with the Franchised Business incurred prior to the effective date of the transfer and shall execute any and all instruments reasonably requested by us to evidence such liability;
  • (h) The transferee (i) must sign our then current form of franchise agreement and related documents, any and all of the provisions of which may differ materially

from those contained in this Agreement, provided, however, that the term of the new franchise agreement signed will be the remaining term on this Agreement, and (ii) must execute a new Management Agreement with the PC (or a new PC for the Medspa, if applicable), which Management Agreement shall be subject to our prior approval;

• (i) You pay us a transfer fee ("Transfer Fee") equal to fifty percent (50%) of our then-current initial franchise fee for a single unit franchise, to reimburse us for reviewing the application to transfer, including, without limitation, legal and accounting fees.

One-half (½) of the Transfer Fee shall be paid at the time you submit your request to us for consideration of the proposed transfer, and such amount shall be non-refundable.

The balance of the Transfer Fee shall be paid at the time the transfer is consummated or closes.

If the transfer is not consummated after we have provided our approval for the proposed transfer, then we have the right to require that you or the proposed transferee reimburse us for the out-ofpocket expenses (including attorneys' fees) that we incurred in connection with the proposed transfer.

• (j) You (and your transferring owners) sign a general release, in a form satisfactory to us, of any and all claims against us and our members, officers, directors, employees, and agents;

Source: Item 23 — RECEIPTS (FDD pages 66–311)