What is the 'Effective Date' referring to in the Epcon Communities Termination Agreement?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
| This Termination and Release Agreement (this "Termination Agreement") is made as of , 20, by and among Epcon Communities Franchising, LLC, an Ohio limited liability company with its principal place of business at 500 Stonehenge Parkway, Dublin, OH 43017 ("Epcon") and a(n) with its principal place of business at ("Franchisee.") |
|---|
| Background |
| A. |
| Epcon and Franchisee entered into that certain Epcon Communities Franchising, LLC Franchise |
| Agreement (the "Franchise Agreement"), dated as of, pursuant to which Franchisee was granted |
| the right to use the Epcon Development System. |
| B. |
| Epcon and Franchisee each desire to terminate the Franchise Agreement effective upon the |
| performance by Franchisee of certain preconditions as set forth herein. |
| C. |
| Epcon desires to release Franchisee and Franchisee desires to release Epcon, with respect to any |
| and all claims that each may have against the other party as of the Effective Date (as hereinafter defined) of this |
| Termination Agreement. |
| Agreement |
| NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this |
| Termination Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby |
| acknowledged, the parties hereto agree as follows: |
| Section 1. Termination of the Franchise Agreement. Epcon and Franchisee hereby agree to terminate the |
| Franchise Agreement effective as of the date last set forth below (the "Effective Date"). |
| Notwithstanding the |
| execution of this Termination Agreement and except as amended hereby, Franchisee acknowledges that it continues |
| to be fully obligated under the Franchise Agreement through and until the Effective Date. The foregoing sentence |
| shall not constitute a release of Franchisee's obligations contained in Article 10, Article 12, and Sections 5.8, 6.3, |
| 13.7, 15.1, 16.1, 20.2 and 20.3 of the Franchise Agreement, effective and the Personal |
| Covenants and Agreement of dated |
| Section 2. |
| Preconditions to Termination. |
| As preconditions to the effectiveness of this Termination |
| Agreement, Franchisee shall be obligated to fully perform each of the following: |
| (a) |
| Franchisee shall promptly tender possession and ownership to Epcon of all items provided to |
| Franchisee by Franchisor as described in Article 4 of the Franchise Agreement and any copies or |
| derivations thereof, if any. |
| (b) |
| Franchisee shall fully perform all other post-termination obligations of a franchisee as provided in |
| Article 12 of the Franchise Agreement. |
| Section 3. |
| Release of Epcon by Franchisee. |
| As of the Effective Date, Franchisee, for itself and its |
| successors and assigns, hereby releases and forever discharges Epcon, any persons acting by, through, under or on |
| behalf of Epcon, the successors and assigns of Epcon and the officers, directors, stockholders and agents of Epcon |
| (collectively, the "Epcon Group"), of and from any and all debts, demands, actions or causes of action, damages, |
| claims, rights and liabilities whatsoever, both at law and in equity, which Franchisee has, as of the Effective Date, or |
| ever had against the Epcon Group and each member thereof. |
Source: Item 23 — RECEIPTS (FDD pages 86–280)
What This Means (2025 FDD)
According to the 2025 Epcon Communities FDD, the "Effective Date" in the Termination Agreement refers to the date when the Franchise Agreement between Epcon Communities Franchising, LLC and the franchisee is officially terminated. This date is determined once the franchisee fulfills specific preconditions outlined in the agreement. Until the Effective Date, the franchisee remains obligated under the original Franchise Agreement, with some exceptions regarding certain articles and sections pertaining to post-termination obligations, personal covenants, and agreements.
Prior to the Effective Date, the franchisee must meet certain preconditions to ensure a smooth transition. These preconditions include returning all items provided by Epcon Communities as described in Article 4 of the Franchise Agreement, along with any copies or derivations, and fulfilling all post-termination obligations as detailed in Article 12 of the Franchise Agreement.
As of the Effective Date, both Epcon Communities and the franchisee release each other from any claims or liabilities they may have against one another. Specifically, the franchisee releases Epcon Communities from any debts, demands, actions, damages, claims, rights, and liabilities as of the Effective Date. Similarly, Epcon Communities releases the franchisee from any such obligations from the same date. This mutual release is a critical component of the Termination Agreement, ensuring a clean break between both parties.
Furthermore, the franchisee agrees to indemnify and hold harmless the Epcon Group from any damages, losses, claims, expenses, or liabilities related to the Franchise Agreement or the franchisee's project development or operation before the Effective Date. This indemnification clause protects Epcon Communities from potential issues arising from the franchisee's activities prior to the termination.