If a Golden Krust Caribbean Restaurant franchisee sells their restaurant, does a non-compete apply?

erms of the sale (which you agree promptly to communicate to us), we will have an additional right of first refusal during the thirty (30) day period following either the expiration of such one hundred twenty (120) day period or notice to us of the material change(s) in the terms of the sale, either on the terms originally offered or the modified terms, at our option.

XIV. NON-DISPARAGEMENT

During and after the term of this Agreement, Franchisee and its owners agree not to (and to use best efforts to cause current and former shareholders, members, officers, directors, principals, agents, partners, employees, representatives, attorneys, spouses, affiliates, successors and assigns not to) (i) disparage or otherwise speak or write negatively, directly or indirectly, of Franchisor, its affiliates, any of Franchisor's or its affiliates' directors, officers, employees, representatives or affiliates, the Golden Krust brand, the Golden Krust System, any Golden Krust Restaurant, any business using the Marks, or (ii) take any other action which would, directly or indirectly, subject the Golden Krust brand to ridicule, scandal, reproach, scorn, or indignity, or which would negatively impact the goodwill of Franchisor, the Golden Krust System or any Golden Krust Restaurant, or which would constitute an act of moral turpitude. The provisions of this Section survive expiration or termination of this Agreement.

XV. TERMINATION OF AGREEMENT

A. BY YOU

You do not have the right to terminate this Agreement.

B. BY US

We have the right to terminate this Agreement, effective upon delivery of written notice of termination to you, if:

• (1) you (or any of your owners) have made any material misrepresentation or omission in connection with your purchase of the Franchise;
• (2) you (or your Managing Owner) fail to successfully complete initial training to our satisfaction;
• (3) you fail to begin operating the Restaurant within one hundred eighty (180) calendar days after the execution of the Lease Agreement;

• (4) you abandon or fail actively to operate the Restaurant for two (2) or more consecutive business days, unless the Restaurant has been closed for a purpose we have approved or because of casualty or government order;
• (5) you surrender or transfer control of the operation of the Restaurant without our prior written consent;
• (6) you (or any of your owners) are or have been convicted of, or plead or have pleaded no contest to, a felony;
• (7) you (or any of your owners) engage in any dishonest or unethical conduct which may adversely affect the reputation of the Restaurant or other Golden Krust Restaurants or the good will associated with the Marks;
• (8) you (or any of your owners) make an unauthorized assignment of this Agreement or of an ownership interest in you or the Restaurant;
• (9) in the event of your death or disability or the death or disability of the owner of a controlling interest in you, this Agreement or such owner's interest in you is not assigned as herein required;
  • (10) you lose the right to possession of the Premises;
• (11) you (or any of your owners) make an unauthorized use or disclosure of any Confidential Information or use, duplicate or disclose any portion of the Brand Standards Manual in violation of this Agreement;
• (12) you violate any health, safety or sanitation law, ordinance or regulation and do not begin to cure the noncompliance or violation immediately, and correct such noncompliance or violation within two (2) hours, after written notice thereof is delivered to you; however, in the event that the franchisor deems the violation an immediate threat to human life, it shall have the authority to immediately close down the restaurant until the situation is contained in its discretion;

Source: Item 22 — CONTRACTS (FDD page 35)