What is the purpose of the 'WHEREAS' clauses in the Jersey Mikes Assignment of Area Development Agreement?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Franchisor and Assignor entered into a A Sub Above, LLC Area Development Agreement on , 20 (the "Area Development Agreement"); and
WHEREAS, the Assignor desires to assign its rights as Developer under the Area Development Agreement to the Assignee; and
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Franchisor, Assignor, Assignee, and Guarantors hereby agree as follows:
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mikes's 2025 Franchise Disclosure Document, the "WHEREAS" clauses in the Assignment of Area Development Agreement serve to provide context and background for the agreement. Specifically, they outline the existing Area Development Agreement between Jersey Mikes and the original developer (Assignor) and state the Assignor's desire to transfer their rights to a new entity (Assignee).
These clauses are important because they establish the foundation upon which the assignment is based. They clarify that there is a pre-existing agreement and that the purpose of the new agreement is to transfer the rights and obligations from one party to another. This ensures that all parties involved—the Franchisor, Assignor, Assignee, and Guarantors—are aware of the reasons for the assignment and the legal relationships involved.
For a prospective Jersey Mikes franchisee, understanding these clauses is crucial because it clarifies the process by which an Area Development Agreement can be transferred. It highlights that such transfers require the consent of Jersey Mikes and involve a formal assignment agreement. This also indicates that the new entity (Assignee) will assume all responsibilities and obligations under the original Area Development Agreement.