Which obligations of the Franchisor and Developer continue after the expiration or termination of the Floyds 99 Development Agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) Restrictive Covenants. Abide by all restrictive covenants set forth in this Agreement.
- (d) Continuing Obligations. All of Franchisor's and Developer's (and Developer's owners) obligations under this Agreement which expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement, until they are satisfied in full or by their nature expire.
10.3 Indemnification. Developer shall indemnify, defend and hold harmless Franchisor, its subsidiaries, parents and affiliates, and their respective shareholders, equity owners, partners, directors, officers, managers, members, employees, agents, representatives, successors and assigns (the "Indemnified Parties"), against, and to reimburse them for all claims, obligations, damages, fines, suits, proceedings, demands or actions of any kind or nature, including reasonable attorneys' fees, from anyone whomsoever, arising or growing out of, or otherwise connected with Developer's activities, actions, or failure to act, under this Agreement, or directly or indirectly arising out of Developer's operation of the FLOYD'S 99 Shop(s) developed under this Agreement. For purposes of this indemnification, claims shall mean and include all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim against the Indemnified Parties (including any claims Developer brings against the Indemnified Parties), including, without limitation, reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. Franchisor shall have the right to defend any such claim against it. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, several obligations continue for both the Franchisor and the Developer even after the Development Agreement expires or is terminated. These continuing obligations ensure certain responsibilities and protections remain in effect. Specifically, all obligations of both Floyds 99 and the Developer (including the Developer's owners) that are explicitly stated to survive termination or expiration, or which by their nature would survive, remain in full effect. This continuation lasts until these obligations are either completely fulfilled or naturally expire.
Additionally, the Developer must adhere to all restrictive covenants outlined in the Development Agreement. This likely includes clauses related to non-competition or confidentiality, preventing the Developer from using knowledge gained during the agreement to unfairly compete with Floyds 99.
Furthermore, the Developer's obligation to indemnify Floyds 99 remains in effect even after the agreement ends. This means the Developer is still responsible for protecting Floyds 99 from any claims, damages, or legal actions that arise from the Developer's activities or failures during the term of the Development Agreement. This indemnification extends to Floyds 99's subsidiaries, parents, affiliates, and their respective stakeholders, covering all associated costs, including attorney's fees.