What must happen with the Dryer Vent Squad Franchise Agreement when the Franchised Business is transferred?
Dryer_Vent_Squad Franchise · 2024 FDDAnswer from 2024 FDD Document
e_12.jpeg)
- (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;
- (8) The transferee, at its expense, must improve, modify, refurbish, renovate, remodel, and/or otherwise upgrade Franchisee's non-residential Administrative Office to conform to the then current standards and specifications of Franchisor, and the transferee must complete such improvements, modifications, refurbishments, renovations, remodeling, and/or upgrading within the time period Franchisor reasonably specifies;
- (9) Franchisee, and each Owner shall remain liable for all obligations to Franchisor set forth in this Agreement;
- (10) At the transferee's expense, the transferee, and the transferee's managing owner, managers and/or any other applicable employees of transferee's Dryer Vent Squad Business must complete any training programs then in effect for franchisees of Dryer Vent Squad Businesses upon terms and conditions set forth in this Agreement or as Franchisor otherwise reasonably requires;
- (11) Franchisee must pay to Franchisor either: (a) $5,000 if the transferee is an existing franchisee; or (b) $12,500 for all other transfers (the "Transfer Fee");
- (12) Franchisor's approval of the material terms and conditions of the Transfer, and Franchisor determines in Franchisor's Reasonable Business Judgment that the price and terms of payment are not so burdensome as to be detrimental to the future operations of the Franchised Business by the transferee;
- (13) Transferee's employees, directors, officers, independent contractors, and agents who will have access to Confidential Information shall execute the Confidentiality Agreement attached hereto as Exhibit 3;
Source: Item 23 — RECEIPTS (FDD pages 51–207)
What This Means (2024 FDD)
According to Dryer Vent Squad's 2024 Franchise Disclosure Document, several conditions apply when transferring a franchise. The transferee must adhere to all the terms and conditions of the existing Franchise Agreement. Additionally, each owner of the transferee entity is required to personally execute the Franchise Owner Agreement and Individual Guaranty, using the form attached as Exhibit 1 to the agreement. The transferee also needs to assume all obligations under the original agreement and any associated ancillary agreements in a manner satisfactory to Dryer Vent Squad.
Furthermore, the franchisee and each owner must execute a General Release, which is attached as Exhibit 6, releasing Dryer Vent Squad and its affiliates from any claims arising on or before the transfer date. Depending on the nature of the transfer (e.g., transfer of the agreement, assets, or controlling interest), Dryer Vent Squad may require the transferee to execute the then-current standard franchise agreement for a term matching the original agreement's expiration date. This new agreement would supersede the original, although it must maintain the same Royalty Fee, Advertising Contributions, and other financial obligations.
The transferee is also responsible for upgrading the administrative office to meet Dryer Vent Squad's current standards, within a timeframe specified by Dryer Vent Squad. The franchisee must provide written notice to Dryer Vent Squad at least 30 days before the proposed transfer and fulfill other obligations. All outstanding monetary and other obligations to Dryer Vent Squad and its affiliates must be satisfied. The franchisee and owners must not be in default or in material breach of the agreement. The transferee, along with its managing owner and employees, may also need to complete any training programs in effect for Dryer Vent Squad franchisees. Finally, the franchisee must pay a Transfer Fee of $5,000 if the transferee is an existing franchisee or $12,500 for all other transfers.
These stipulations ensure that any new owner meets Dryer Vent Squad's standards, is fully trained, and is legally bound to the franchise agreement's terms. This protects the brand's integrity and consistency across all franchise locations. Prospective franchisees should carefully consider these requirements and associated costs when planning for a potential transfer of their Dryer Vent Squad business.