factual

What article governs the transfer of any interest of the Kidokinetics franchisee in the agreement?

Kidokinetics Franchise · 2024 FDD

Answer from 2024 FDD Document

may void any transfer made without such approval.

  • 15.3. Transfers by Franchisee. Franchisee shall not directly or indirectly sell, assign, transfer, give, devise, convey or encumber this Agreement or any right or interest herein or hereunder (a "Transfer"), the Kidokinetics Business or any assets thereof (except in the ordinary course of business) or suffer or permit any such assignment, transfer, or encumbrance to occur by operation of law unless it first obtains the written consent of Franchisor, except as provided in Section 15.6 of this Agreement. A transfer of any stock in the Franchisee if it is a corporation or a transfer of any ownership rights in Franchisee if it is a partnership, a limited liability company or limited partnership is a Transfer and is prohibited without prior written consent of Franchisor. If Franchisee has complied fully with this Agreement, Franchisor will not unreasonably withhold its consent of a Transfer that meets the following requirements:
    • 15.3.1. The proposed transferee must be an individual of good moral character or the principals of the transferee must all be of good moral character and otherwise meet Franchisor's then-applicable standards for franchisees;
    • 15.3.2. The transferee must have sufficient business experience, aptitude and financial resources to operate the Kidokinetics Business and to comply with this Agreement;
    • 15.3.3. The transferee and its or their Manager have agreed to complete Franchisor's Initial Management Training Program to Franchisor's satisfaction;
    • 15.3.4. Franchisee has paid all amounts owed to Franchisor and third-party creditors;
    • 15.3.5. The transferee has executed Franchisor's then-standard form of Franchise Agreement, which may have terms and conditions materially different from this Agreement, except that the transferee will not be required to pay an Initial Franchise Fee;

  • 15.3.6. Franchisee and the transferee and each of Franchisee's and the transferee's Principals shall have executed a general release of all claims known or unknown under seal, in a form satisfactory to Franchisor, of any and all claims against Franchisor and Franchisor's officers, directors, shareholders, members and employees in their corporate and individual capacities, including, without limitation, claims arising out of or concerning under the Franchise Agreement and federal, state and local laws, rules and ordinances (to the fullest extent permitted by law). Franchisee will agree to subordinate any claims Franchisee may have against the transferee to Franchisor, and indemnify Franchisor for any acts, whether negligent or intentional, committed by Franchisee during the sales negotiations between Franchisee and transferee.
  • 15.3.7. Franchisor has granted written approval of the material terms and conditions of the Transfer, including, without limitation, that the price and terms of payment will not adversely affect the Kidokinetics Business's operation. However, Franchisor's approval of a Transfer is not in any way a representation or warranty of the transferee's success or the soundness of transferee's decision to purchase the Franchise on such terms and conditions.

Source: Item 22 — CONTRACTS (FDD page 59)

What This Means (2024 FDD)

According to Kidokinetics's 2024 Franchise Disclosure Document, Article 15 governs the transfer of any interest of the Kidokinetics franchisee in the agreement. Specifically, Section 15.3 outlines the stipulations for transfers by the franchisee, stating that the franchisee cannot directly or indirectly sell, assign, transfer, or encumber the agreement or any rights within it without the prior written consent of Kidokinetics, except as provided in Section 15.6.

Article 15 specifies that a transfer includes the transfer of stock in the franchisee if it is a corporation or the transfer of any ownership rights if the franchisee is a partnership, limited liability company, or limited partnership. Kidokinetics will not unreasonably withhold consent to a transfer if the franchisee has complied with the agreement and the transfer meets certain requirements. These requirements include the proposed transferee meeting Kidokinetics's standards for franchisees.

Article 15 also states that Kidokinetics must grant written approval of the material terms and conditions of the transfer, ensuring that the price and terms of payment do not adversely affect the Kidokinetics business's operation. The franchisee must provide all proposed transfer documents to Kidokinetics for review at least 30 days before the closing of the proposed transfer. Additionally, as a condition of the transfer, the franchisee must pay Kidokinetics a transfer fee of $10,000 for the first Kidokinetics business transferred and $5,000 for each subsequent business transferred.

Furthermore, Article 15 addresses scenarios involving the death or permanent disability of the franchisee, detailing how the franchise can be transferred to an heir or successor, or managed by an approved manager. It also includes conditions for transfers in such cases, ensuring compliance with the overall transfer guidelines outlined in Article 15. These stipulations ensure that Kidokinetics maintains control over who operates a franchise and that certain financial and operational standards are met during any transfer of ownership.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.