What is the purpose of the 'WHEREAS' clauses in the Kidokinetics 'Approval of Requested Assignment'?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, Franchisor and Former Franchisee entered into that certain franchise agreement dated, 20 ("Former Franchise Agreement"), in which Franchisor granted Former Franchisee the right to operate a Kidokinetics franchise located at ("Franchised Business"); and WHEREAS, Former Franchisee desires to assign ("Requested Assignment") the Franchised Business to New Franchisee, New Franchisee desires to accept the Requested Assignment of the Franchised Business from Former Franchisee, and Franchisor desires to approve the Requested Assignment of the Franchised Business from Former Franchisee to New Franchisee upon the terms and conditions contained in this Agreement, including that New Franchisee sign Franchisor's current form of franchise agreement together with all exhibits and attachments thereto ("New Franchise Agreement"), contemporaneously herewith.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics' 2024 Franchise Disclosure Document, the 'WHEREAS' clauses in the 'Approval of Requested Assignment' agreement serve to provide context and background for the agreement. These clauses outline the existing relationship between Kidokinetics and the former franchisee, as well as the intentions of all parties involved in the assignment of the franchise.
Specifically, the 'WHEREAS' clauses in the Kidokinetics agreement state that the franchisor and former franchisee previously entered into a franchise agreement, granting the former franchisee the right to operate a Kidokinetics franchise at a specific location. They further explain that the former franchisee wishes to assign the franchise to a new franchisee, who desires to accept the assignment. Kidokinetics, in turn, is willing to approve this assignment under certain terms and conditions, including the requirement that the new franchisee sign Kidokinetics' current franchise agreement.
In essence, these clauses establish the foundation upon which the agreement is built, clarifying the reasons for the assignment and the desires of each party. This is a common legal practice to ensure that all parties understand the context and purpose of the agreement they are entering into. By including these recitals, Kidokinetics ensures clarity and transparency in the assignment process, which can help prevent misunderstandings or disputes in the future.