What representations must a Healthsource Chiropractic franchisee make regarding reliance on specific owners, officers, or employees of the franchisor?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.3 Transfer by HealthSource Chiropractic. You represent that you have not signed this Agreement in reliance on any owner, officer, or employee remaining with us in that capacity. We may change our ownership or form at any time in our sole discretion. This Agreement is fully transferable by us, without restriction, and will inure to the benefit of any person or entity to whom it is transferred, or to any other legal successor to our interests in this Agreement. After our assignment of this Agreement to a third party who expressly assumes our obligations under this Agreement, we no longer will have any performance or other obligations or liabilities under this Agreement.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, a franchisee must acknowledge that they are not signing the agreement in reliance on any specific owner, officer, or employee remaining with Healthsource Chiropractic in their current capacity. This means that the franchisee cannot claim they were induced to sign the agreement based on the presence or role of any particular individual associated with the company.
This representation protects Healthsource Chiropractic by allowing them to change their ownership or organizational structure without giving franchisees grounds to claim breach of contract. Healthsource Chiropractic retains the right to transfer the agreement to another party without restriction, and this transfer will benefit any person or entity to whom it is transferred. After Healthsource Chiropractic assigns the agreement to a third party who assumes their obligations, Healthsource Chiropractic will no longer have any performance or other obligations or liabilities under the agreement.
In practical terms, this means a prospective Healthsource Chiropractic franchisee should carefully evaluate the franchise opportunity based on the merits of the system itself, rather than on the perceived value of any particular individual associated with the company. The success of the franchise should not hinge on the continued involvement of specific personnel, as their roles and responsibilities may change over time. This is a fairly standard clause in franchise agreements, as franchisors need the flexibility to manage their personnel and ownership structure without creating legal liabilities.