What attachment to the Ella Cafe Franchise Agreement contains the ownership information that the franchisee represents as accurate?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
he prosecution and issuance of patents or other intellectual property right related to any such concept, process, or improvement; and (d) grant Franchisor a worldwide, perpetual, non-exclusive, fully paid license to use and sublicense the use of the concept, process, or improvement to the extent such use or sublicense would, absent this Agreement, directly or indirectly infringe their rights therein, if any provision of this Section 13.7. is found to be invalid or otherwise unenforceable.
13.8 Representations of Franchisee.
(a) Franchisee represents and warrants that the ownership information set forth in Attachment 1 is accurate and complete in all material respects, and Franchisee hereby agrees to notify Franchisor in writing prior to any change in the ownership information set forth in Attachment 1, and in compliance with the transfer requirements of Section 12. of this Agreement. If Franchisee is a Business Entity, Franchisee further represents and warrants to Franchisor that: (a) Franchisee is duly organized and validly existing under the laws of the state of its formation; (b) Franchisee's governing documents will, at all times, provide that Franchisee's activities are confined exclusively to the operation of the Coffee House; (c) neither Franchisee nor any of its Affiliates nor Owners own, operate, or have any financial or beneficial interest in any business that is the same as or similar to a System Coffee House; and (d) the execution of this Agreement and the performance of the transactions contemplated by this Agreement are permitted by Franchisee's governing documents and have been duly authorized. If Franchisee is two or more individuals or entities, then the rights and obligations of this Agreement may only be exercised
jointly, but the liabilities of this Agreement will be joint and several as to all individuals and entities.
- (b) Franchisee acknowledges that Franchisee has conducted an independent investigation of the franchise opportunity and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent on Franchisee's abilities and efforts.
- (c) Franchisee acknowledges that it is relying solely on Ella Coffee Company, LLC, and not on any affiliated entities or parent companies related to Ella Coffee Company, LLC, with regard to Franchisor's financial and other obligations under this Agreement, and no employee or other person speaking on behalf of, or otherwise representing Franchisor, has made any statement or promise to the effect that any affiliated entities or parent companies guarantee Franchisor's performance or financially back Franchisor.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2024 FDD)
According to Ella Cafe's 2024 Franchise Disclosure Document, Attachment 1 to the Franchise Agreement contains the ownership information that the franchisee represents as accurate. Specifically, the franchisee represents and warrants that the ownership information detailed in Attachment 1 is accurate and complete.
Attachment 1 requires the franchisee to specify the form of ownership (sole proprietorship, partnership, limited liability company, or corporation) and the state of incorporation or residency. If the franchisee is a partnership, LLC, or corporation, Attachment 1 also requires disclosure of the shares or percentage of ownership and the officers.
Furthermore, the franchisee must notify Ella Cafe in writing of any changes to the ownership information in Attachment 1 and comply with the transfer requirements outlined in Section 12 of the Franchise Agreement. If any information on Attachment 1 changes (and is not considered a transfer), the franchisee must notify Ella Cafe within 10 days. This ensures Ella Cafe maintains current and accurate records of the franchise ownership structure.