In the event of a transfer by Dryer Vent Squad, does the agreement benefit the new owner?
Dryer_Vent_Squad Franchise · 2024 FDDAnswer from 2024 FDD Document
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- (2) All accrued monetary obligations of Franchisee and all other outstanding obligations to Franchisor and/or Franchisor's affiliates under this Agreement and the Ancillary Agreements must be satisfied in a timely manner, and Franchisee must satisfy all trade, supplier, and vendor accounts and other debts, of whatever nature or kind, in a timely manner;
- (3) Franchisee and each Owner must not be in default or material breach of this Agreement or the Ancillary Agreements;
- (4) The transferee shall be bound by all terms and conditions of this Agreement, and each owner of the transferee shall personally execute the Franchise Owner Agreement and Individual Guaranty in the form attached to this Agreement as Exhibit 1;
- (5) All obligations of Franchisee under this Agreement and the Ancillary Agreements shall be assumed by the transferee, and each individual owner of transferee in a manner satisfactory to Franchisor;
- (6) Franchisee, and each Owner must execute the General Release attached to this Agreement as Exhibit 6 releasing Franchisor, Franchisor's Affiliates and Franchisor's past and present officers, directors, shareholders, members, partners, agents, representatives, independent contractors, servants and employees, of any and all claims against Franchisor for matters arising on, or before, the effective date of the Transfer;
- (7) If the proposed Transfer includes or entails the Transfer of this Agreement, substantially all of the assets of the Franchised Business, a controlling interest in Franchisee, or is one of a series of Transfers which in the aggregate Transfers substantially all of the assets of the Franchised Business or a controlling interest in Franchisee, then, at the election of Franchisor and upon notice from Franchisor to Franchisee, the transferee may be required to execute (and/or, upon Franchisee's request, shall cause all interested parties to execute) for a term ending on the expiration date of the original Term of this Agreement, the then current standard form franchise agreement offered to new franchisees of Dryer Vent Squad Businesses and any other agreements as Franchisor requires. Such agreements shall supersede this Agreement and its associated agreement in all respects, and the terms of Franchisor's then current agreements may differ from the terms in this Agreement, provided that such agreements shall provide for the same Royalty Fee, Advertising Contributions, and all other financial or monetary obligations established in this Agreement;
Source: Item 23 — RECEIPTS (FDD pages 51–207)
What This Means (2024 FDD)
According to Dryer Vent Squad's 2024 Franchise Disclosure Document, a transfer of the franchise agreement has specific implications for the new owner (transferee). The transferee is bound by all the terms and conditions of the existing Franchise Agreement. Each owner of the transferee entity must also personally execute the Franchise Owner Agreement and Individual Guaranty. This ensures that the new ownership is fully committed to the obligations and responsibilities outlined in the original agreement.
However, Dryer Vent Squad has the option to require the transferee to execute the then-current standard form franchise agreement, especially if the transfer involves substantially all of the assets of the franchised business or a controlling interest in the franchisee. This new agreement would supersede the original one, with the caveat that the Royalty Fee, Advertising Contributions, and other financial obligations remain the same as in the original agreement. This provision allows Dryer Vent Squad to update the franchise agreement to its current standards, which may include terms that differ from the original agreement, while maintaining consistent financial obligations for the franchisee.
The transferee is also responsible for upgrading the administrative office to meet Dryer Vent Squad's current standards and specifications, within a timeframe specified by Dryer Vent Squad. Furthermore, the transferee and its managing owner/employees must complete any training programs in effect for franchisees. The transferee must also pay a Transfer Fee of $5,000 if the transferee is an existing franchisee or $12,500 for all other transfers. These conditions ensure that the new owner is well-prepared and aligned with Dryer Vent Squad's operational standards, but also represent additional costs and obligations that the transferee must meet.