What representations does the Desi District franchisee make to Desi District Franchise Group regarding agreements and covenants?
Desi_District Franchise · 2024 FDDAnswer from 2024 FDD Document
as "Franchisee", each will have joint and several liability.
18.12 No Offer and Acceptance. Delivery of a draft of this Agreement to Franchisee by Desi District Franchise Group does not constitute an offer. This Agreement shall not be effective unless and until it is executed by both Franchisee and Desi District Franchise Group.
ARTICLE 19. CERTIFICATION OF FRANCHISOR'S COMPLIANCE
By signing this Agreement, Franchisee acknowledges the following:
- (1) Franchisee understands all the information in Desi District Franchise Group's Disclosure Document.
- (2) Franchisee understands the success or failure of the Business will depend in large part upon Franchisee's skills, abilities and efforts and those of the persons Franchisee employs, as well as many factors beyond Franchisee's control such as weather, competition, interest rates, the economy, inflation, labor and supply costs, lease terms, and the marketplace.
- (3) That no person acting on Desi District Franchise Group's behalf made any statement or promise regarding the costs involved in operating a Desi District franchise that is not in the Disclosure Document or that is contrary to, or different from, the information in the Disclosure Document.
- (4) That no person acting on Desi District Franchise Group's behalf made any claim or representation to Franchisee, orally, visually, or in writing, that contradicted the information in the Disclosure Document.
- (5) That no person acting on Desi District Franchise Group's behalf made any statement or promise regarding the actual, average or projected profits or earnings, the likelihood of success, the amount of money Franchisee may earn, or the total amount of revenue a Desi District franchise will generate, that is not in the Disclosure Document or that is contrary to, or different from, the information in the Disclosure Document.
- (6) That no person acting on Desi District Franchise Group's behalf made any statement or promise or agreement, other than those matters addressed in this Agreement, concerning advertising, marketing, media support, market penetration, training, support service, or assistance that is contrary to, or different from, the information contained in the Disclosure Document.
- (7) Franchisee understands that this Agreement contains the entire agreement between Desi District Franchise Group and Franchisee concerning the Desi District franchise, which means that any oral or written statements not set out in this
Agreement will not be binding. In deciding to enter into this Agreement, Franchisee is not relying on any statement, promise, claim, or representation not expressly set forth in this Agreement or in the Disclosure Document.
[Signatures on next page]
Agreed to by:
| | We have not been in business for three years or more, and therefore cannot include | |---|---| | all financial statements required by the Franchise Rule of the Federal Trade Commission. | | | Exhibit F contains our audited opening balance sheet dated 6/15/2024. Our fiscal year end is | | | December 31. | |
Attachment 1 to Franchise Agreement
OWNERSHIP INFORMATION
Form of Ownership. Franchisee is a (check one): Sole Proprietorship Partnership Limited Liability Company Corporation State: Owners. If Franchisee is a partnership, limited liability company or corporation: Name Shares or Percentage of Ownership Officers. If Franchisee is a limited liability company or corporation: Name Title
Attachment 2 to Franchise Agreement
LOCATION ACCEPTANCE LETTER
| District | This Location Acceptance Letter is issued by Desi District Franchise Group, LLC | for your Desi | |----------|---------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------| | | franchise in accordance with Section 6.1 of the Franchise Agreement. | | | 1. | The Location of the Business is: | | | 2. | The Territory of the Business is: | DESI DISTRICT FRANCHISE GROUP, LLC By: Name: Title: Date: |
Attachment 3 to Franchise Agreement
GUARANTY AND NON-COMPETE AGREEMENT
This Guaranty and Non-Compete Agreement (this "Guaranty") is executed by the undersigned person(s) (each, a "Guarantor") in favor of Desi District Franchise Group, LLC, a Delaware Limited Liability Company ("Desi District Franchise Group").
Background Statement: _______________________ ("Franchisee") desires to enter into a Franchise Agreement with Desi District Franchise Group for the franchise of a Desi District business (the "Franchise Agreement"; capitalized terms used but not defined in this Guaranty have the meanings given in the Franchise Agreement). Guarantor owns an equity interest in Franchisee. Guarantor is executing this Guaranty in order to induce Desi District Franchise Group to enter into the Franchise Agreement.
Guarantor agrees as follows:
- 1. Guaranty. Guarantor hereby unconditionally guarantees to Desi District Franchise Group and its successors and assigns that Franchisee shall pay and perform every undertaking, agreement and covenant set forth in the Franchise Agreement and further guarantees every other liability and obligation of Franchisee to Desi District Franchise Group, whether or not contained in the Franchise Agreement.
Source: Item 22 — CONTRACTS (FDD page 52)
What This Means (2024 FDD)
According to the 2024 Desi District Franchise Disclosure Document, the franchisee makes several acknowledgements and agreements to Desi District Franchise Group upon signing the Franchise Agreement. The franchisee acknowledges that they understand all the information within Desi District Franchise Group's Disclosure Document. They also understand that the success of their Desi District business largely depends on their own skills, abilities, and efforts, as well as external factors beyond their control. The franchisee confirms that no one acting on behalf of Desi District Franchise Group made any statements or promises about costs or potential profits that are not included in the Disclosure Document or contradict it.
Furthermore, the franchisee agrees that the Franchise Agreement constitutes the entire agreement between them and Desi District Franchise Group, meaning any oral or written statements not explicitly stated in the agreement are non-binding. The franchisee confirms they are not relying on any statement, promise, claim, or representation not expressly set forth in the Franchise Agreement or the Disclosure Document. This is a standard clause in franchise agreements to ensure both parties are clear on the terms and conditions and to prevent misunderstandings based on verbal promises.
The franchisee also makes specific covenants regarding confidential information and restrictions on using the Desi District name. They agree to protect Desi District's confidential information, disclosing it only to employees who need it for business operations and refraining from using it in any unauthorized manner. The franchisee also agrees not to use "Desi District" or any confusingly similar words in its legal name if the franchisee is an entity. These covenants are designed to protect Desi District's proprietary information and brand identity.
In addition to the franchisee's obligations, a guarantor (if applicable) also makes certain agreements. The Guarantor unconditionally guarantees that the franchisee will fulfill every undertaking, agreement, and covenant outlined in the Franchise Agreement. The guarantor also agrees to certain non-compete restrictions during the term of the Franchise Agreement and for a period of two years after the agreement expires or is terminated, preventing them from being involved with any competitor within a specified radius of the Desi District business. These measures ensure the protection of Desi District's interests and prevent unfair competition.