Under the Confidentiality and Non-Compete Agreement for Fly Fitness, can the Covenantor's obligations be assigned without the Franchisor's consent?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
Franchisor shall have the right to assign this Agreement, and all of Franchisor's rights and privileges hereunder, to any person, firm, corporation, or other entity, without Franchisee's permission or prior knowledge, provided that, with respect to any assignment resulting in the subsequent performance by the assignee of Franchisor's obligations, the assignee shall expressly assume and agree to perform Franchisor's obligations hereunder.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
The 2024 Fly Fitness Franchise Disclosure Document (FDD) does not explicitly state whether the Covenantor's obligations under the Confidentiality and Non-Compete Agreement can be assigned without the Franchisor's consent. However, the FDD does address the transfer of rights and obligations in the context of the Franchise Agreement itself.
Specifically, the FDD states that Fly Fitness (the Franchisor) has the right to assign the Franchise Agreement and all of its rights and privileges to another entity without the franchisee's permission or prior knowledge. However, for assignments where the assignee will perform Fly Fitness's obligations, the assignee must expressly assume and agree to perform those obligations.
While the FDD outlines transfer conditions for the Franchise Agreement, it remains silent on the assignability of the Covenantor's obligations under the Confidentiality and Non-Compete Agreement. A prospective franchisee should seek clarification from Fly Fitness regarding the specific terms governing assignment of the Covenantor's obligations to fully understand their rights and responsibilities.