Under what circumstances can the Gokhale Method agreement be assigned to remedy defaults?
Gokhale_Method Franchise · 2024 FDDAnswer from 2024 FDD Document
OF INTEREST
- 14.1. Our Right to Transfer. We shall have the right to transfer or assign this Agreement and all or any part of its rights or obligations herein to any person or legal entity, and any of our designated assignee(s) shall become solely responsible for all of our obligations under this Agreement from the date of assignment. You shall promptly execute such documents in connection with such transfer as we may request.
- 14.2. Transfer by You. You do not have any right to transfer this agreement. It shall immediately terminate and be of no further force or effect, except for provisions that by their terms survive termination, if you attempt to transfer this Agreement. This Agreement cannot be transferred or devised upon your death or incompetency. Some states may require that we allow you to transfer this agreement in certain circumstances. If the law of any such state is determined to apply to this agreement, then we may impose requirements upon transfer, including payment of a transfer fee of $5,000 and our attorneys' fees and the prior qualification of the transferee to teach the Gokhale System.
15. DEFAULT AND TERMINATION
- 15.1. Automatic Termination. You shall be deemed to be in default under this Agreement, and all rights granted to you herein shall automatically terminate without notice to you or opportunity to cure, if one or more of the following occur: You become insolvent or make a general assignment for the benefit of creditors; a petition in bankruptcy is filed by you or such a petition is filed against and not opposed by you; you are adjudicated bankrupt or insolvent; a bill in equity or other proceeding for the appointment of a receiver of you or other custodian for your business or assets is filed and consented to by you; a receiver or other custodian (permanent or temporary) of your assets or property, or any part thereof, is appointed by any court of competent jurisdiction; proceedings for a composition with creditors under any state or federal law should be instituted by or against you; a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedes bond is filed); you are dissolved; you die or are declared incompetent; execution is levied against your business or property; suit to foreclose any lien or mortgage against the Location or equipment is instituted against you and not dismissed within thirty (30) days; you attempt to transfer this Franchise Agreement or more than half the assets of the Franchised Business; you delegate teaching of the Gokhale System without our prior written consent; or the real or personal property of the Franchised Business shall be sold after levy thereupon by any sheriff, marshal, or constable.
- 15.2. Notice Without Opportunity to Cure. Additionally, upon the occurrence of any of the following events of default, we may, at our option, terminate this Agreement and all rights granted hereunder, without affording you any opportunity to cure, effective immediately upon notice to you:
- 15.2.1. If you, or any of your Principals, officers, or directors, engage in conduct that we in good faith believe is reasonably likely to have an adverse effect on the System, the Marks, the goodwill associated therewith or our interest therein;
- 15.2.2. If a threat or danger to public health or safety results from your operation of the Franchised Business;
- 15.2.3. If you fail to comply with the covenants in Section 17 hereof;
- 15.2.4. If contrary to the terms of Section 10 hereof, you disclose or divulge the contents of the Confidential Information provided to you by us;
- 15.2.5. If you defraud us in any way;
- 15.2.6. If you misuse or make any unauthorized or improper use of the Marks or any other identifying characteristics of the System;
- 15.3. Notice With Opportunity to Cure.
Source: Item 22 — CONTRACTS (FDD page 34)
What This Means (2024 FDD)
According to the 2024 Gokhale Method Franchise Disclosure Document, franchisees do not have the right to transfer their franchise agreement. The agreement will immediately terminate if a franchisee attempts to transfer it. However, some states may require Gokhale Method to allow a transfer in certain circumstances. If this is the case, Gokhale Method may impose requirements such as a $5,000 transfer fee, attorney's fees, and ensuring the transferee is qualified to teach the Gokhale System.
In the event of termination or expiration of the agreement, Gokhale Method has the option to have the franchisee assign any interest in the lease or sublease for the business location to them. If Gokhale Method does not exercise this option, the franchisee must modify the location to distinguish it from a Gokhale Method franchise. This includes changing the telephone number and removing any branding.
In cases of termination due to franchisee default, the franchisee is responsible for paying all sums owed to Gokhale Method and its affiliates. This includes damages, costs, and expenses. Additionally, upon termination, the franchisee must cease using any of Gokhale Method's intellectual property, confidential information, and marks. They must also cancel any assumed name registrations containing the word "Gokhale" or any other marks.
Prospective franchisees should be aware that while Gokhale Method retains the right to transfer or assign the agreement, the franchisee's ability to do so is highly restricted and subject to specific conditions and potential costs. It is important to understand the implications of these transfer restrictions and the obligations upon termination, especially concerning the lease and use of intellectual property.