Does the Developer's representations, warranties, covenants and agreements survive the expiration or termination of the Goldfish Swim School agreement?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
11. RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION
Upon termination or expiration of this Agreement, all rights granted to you will automatically terminate, and:
- A. All remaining rights granted to you to develop Swim schools under this Agreement will automatically be revoked and will be null and void. You will not be entitled to any refund of any fees. You will have no right to develop or operate any business for which a Franchise Agreement has not been executed by us. We will be entitled to develop and operate, or to franchise others to develop and operate, Swim schools in the Territory, except as may be otherwise provided under any Franchise Agreement that has been executed between us and you and that has not been terminated.
- B. You must immediately cease to operate your business under this Agreement and must not thereafter, directly or indirectly, represent to the public or hold yourself out as a present or former developer of ours.
- C. You must take such action as may be necessary to cancel or assign to us or our designee, at our option, any assumed name or equivalent registration that contains our name or any of the words Goldfish™ or Goldfish Swim School® or any other Trademark of ours, and you must furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.
- D. You must assign to us or our designee all your right, title and interest in and to your telephone number(s) and must notify the telephone company and all listing agencies of the termination or expiration of your right to use any telephone number in any regular, classified or other telephone directory listing associated with the Trademarks and to authorize Transfer of same at our discretion. If you fail to sign any required documents within two (2) Business Days of Notice, you hereby appoint us as your lawful attorney-in-fact to sign on your behalf any and all documents necessary to effectuate the assignment of the telephone numbers listed to us. This power, coupled with an interest, is given as Security for the rights and privileges given to you under this Agreement.
- E. You must within thirty (30) days of the termination or expiration of this Agreement, pay all sums owing to us and our affiliates, including without limitation, the balance
Source: Item 22 — CONTRACTS (FDD pages 76–77)
What This Means (2025 FDD)
Based on the 2025 Goldfish Swim School Franchise Disclosure Document, Item 22 outlines the rights and duties of both the developer and the franchisor upon the termination or expiration of the agreement. Upon termination or expiration of the agreement, all rights granted to the developer will automatically terminate. The developer must cease operating the business under the agreement and cannot represent themselves as a current or former developer of Goldfish Swim School.
Additionally, the developer is required to take necessary actions to cancel or assign any assumed name registrations containing Goldfish Swim School's name or trademarks to the franchisor. They must also assign their rights to telephone numbers associated with the trademarks to the franchisor. The developer is responsible for paying all outstanding sums owed to Goldfish Swim School and its affiliates within thirty days of termination or expiration.
These stipulations ensure that upon the end of the agreement, the developer fully relinquishes their rights and association with the Goldfish Swim School brand, protecting the franchisor's trademarks and business operations. This includes ceasing all operations, transferring relevant assets like phone numbers and assumed names, and settling any outstanding financial obligations.