What happens to the provisions of the Fitstop agreement that apply after termination?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
- 16.9 Survival of Certain Provision Upon Expiration or Termiantion of Agreement. All of the provisions of this Agreement, which by their terms or by implication apply following the termination of this Agreement shall indeed survive and apply following the termination of this Agreement.
Section 19: Disputes and Dispute Resolution
- 19.1 Internal Dispute Resolution. You must first bring any claim or dispute arising out of or related to the Franchised Business and/or this Agreement to our management after you have provided us with written notice as prescribed in Section 19.6 of this Agreement, and subsequently make every commercially reasonable effort to settle any such dispute or claim internally.
You must exhaust this internal dispute resolution procedure before bringing any action or claim before a third-party mediator or other adjudicating party.
This agreement to first attempt resolution of disputes internally shall survive termination or expiration of this Agreement.
Our option and right to mediate as set forth herein may be specifically enforced by us.
Each Party will bear its own cost of mediation, with you and us equally sharing the mediator fees.
This agreement to mediate will survive any termination or expiration of this Agreement.
The Parties will not be required to first attempt to mediate a controversy, dispute, or claim through mediation as set forth in this Section 19.2 ifsuch controversy, dispute, or claim concerns an allegation that a Party has violated (or threatens to violate, or poses an imminent risk of violating): (i) any federally protected intellectual property rights in the Proprietary Marks, System, or in any Confidential Information or other intellectual property rights associated with the same; (ii) any of the restrictive covenants contained in this Agreement; and (iii) any of Franchisee's payment obligations under this Agreement.
- ©2024 Fitstop USA, Inc. 19.3 Injunctive Relief. You acknowledge and agree that irreparable harm could be caused to us by your violation of certain provisions of this Agreement and, as such, in addition to any other relief available at law or equity, we shall be entitled to obtain in any court of competent jurisdiction, without bond, restraining orders or temporary or permanent injunctions in order to enforce, among other items, the provisions of this Agreement relating to: (i) your unauthorized use of the Proprietary Marks and Confidential Information (including any proprietary software used in connection with the Franchised Business); (ii) the in-term covenant not to compete, as well as any other violations of the restrictive covenants set forth in this Agreement; (iii) your obligation upon termination or expiration of this Agreement; (iv) disputes and controversies based on or arising under the Lanham Act, or otherwise
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, certain provisions of the Franchise Agreement survive its termination. Specifically, any provisions that, by their terms or implications, are meant to apply after the agreement ends will remain in effect even after termination. This ensures that obligations and rights that are intended to extend beyond the active term of the franchise continue to be enforceable.
Several sections of the Fitstop Franchise Agreement outline specific obligations that continue after termination. These include clauses related to dispute resolution, such as the requirement to attempt internal dispute resolution and mediation before pursuing other legal avenues. Additionally, Fitstop retains the right to seek injunctive relief to prevent franchisees from violating intellectual property rights, restrictive covenants, or confidentiality agreements, even after the franchise agreement has been terminated.
These survival clauses are typical in franchise agreements to protect the franchisor's interests and ensure franchisees uphold certain responsibilities even after the business relationship ends. For a prospective Fitstop franchisee, this means understanding that certain obligations, especially those related to non-competition, confidentiality, and intellectual property, will extend beyond the term of the franchise agreement. Franchisees should carefully review these sections to fully understand their post-termination responsibilities and potential liabilities.