Can a Kidokinetics franchisee give the agreement to someone without Franchisor approval?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
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- 15.2. Restrictions on Transfers by Franchisee. Franchisee's rights and duties under this Agreement are personal to Franchisee and/or Franchisee's Principal(s), and Franchisor has made this Agreement in reliance on Franchisor's perceptions of the individual and collective character, skill, aptitude, attitude, business ability, and financial capacity of Franchisee and/or Franchisee's Principals. Thus, no transfer, as hereafter defined, may be made without Franchisor's prior written approval, which will not be unreasonably withheld. Franchisor 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.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, a franchisee cannot transfer the agreement without prior written approval from Kidokinetics. The document states that the rights and duties under the agreement are personal to the franchisee, and Kidokinetics has entered into the agreement based on their assessment of the franchisee's character, skills, and financial capacity. Any transfer made without Kidokinetics's approval may be voided by Kidokinetics.
Specifically, the franchisee cannot directly or indirectly sell, assign, transfer, give, devise, convey, or encumber the agreement, the Kidokinetics business, or any assets thereof without written consent. This restriction also applies to transfers of stock in the franchisee if it is a corporation, or 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 proposed transferee meets certain requirements. These requirements include that the transferee must be of good moral character and meet Kidokinetics's standards for franchisees. Additionally, 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 transfer's closing.