Does the indemnity agreement with Eos Worldwide continue after the termination of the franchise agreement?
Eos_Worldwide Franchise · 2025 FDDAnswer from 2025 FDD Document
Upon any expiration or termination of this Agreement for any reason, you must, at your cost and expense:
- (a) immediately cease to use any of the Confidential Information, the Intellectual Property and the Marks;
- (b) immediately return to us (or destroy upon our request) all of your copies of any materials containing any of the Confidential Information or any materials bearing the Intellectual Property or the Marks and all copies and records of the Lists and Client Data;
- (c) upon our request, cooperate in assigning to us or to a person or entity designated by us any and all vendor agreements or sales or service contracts for the Products or the Services with Clients of your Franchise, which will be automatic at our option as a result of the termination or expiration;
- (d) immediately cease all use of our Marks and Intellectual Property including any of our marketing materials and brochures and stop holding yourself out to the public as associated with us in any way including the removal of all trade dress;
- (e) immediately terminate your access to our Computer Systems, any Required Technology, any E-Commerce activities we designate, and any other applicable EOS systems to which you had access as a franchisee, and immediately remove any Franchise related proprietary software from your computer(s);
- (f) immediately pay us all unpaid fees and pay us, our affiliates, and our approved and designated suppliers and vendors that relates to the operation of the EOS Franchise, all other monies owed thereto; and
- (g) comply with the post-termination covenants set forth in Section 16 hereof and elsewhere in this Agreement, all of which will survive the transfer, termination or expiration of this Agreement and cease any and all contact with Clients, suppliers, vendors, employees or our agents without our prior written consent.
Source: Item 23 — RECEIPTS (FDD pages 74–246)
What This Means (2025 FDD)
According to the 2025 Eos Worldwide Franchise Disclosure Document, several obligations continue after the termination or expiration of the franchise agreement. Specifically, the franchisee must cease using confidential information, intellectual property, and marks, and return or destroy related materials. They must also cooperate in assigning vendor agreements and service contracts to Eos Worldwide or its designee.
Additionally, the franchisee is required to stop using Eos Worldwide's marks and intellectual property in marketing materials and must remove any trade dress that associates them with Eos Worldwide. Access to computer systems, required technology, e-commerce activities, and proprietary software must be terminated. All unpaid fees and monies owed to Eos Worldwide, its affiliates, and approved suppliers must be paid.
Most importantly, the franchisee must comply with post-termination covenants outlined in the agreement, which survive the termination or expiration. This includes ceasing contact with clients, suppliers, vendors, employees, or Eos Worldwide's agents without prior written consent. While the term "indemnity agreement" is not explicitly used, the survival of these obligations suggests that aspects of the agreement that could be interpreted as indemnity-related, such as financial responsibilities and restrictions on certain activities, do continue after termination.