Does Ledgers' rights survive the termination of the Franchise Agreement?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
10.4. Survival
All of the covenants that may require performance after the termination or expirations will survive any termination or expiration of this Agreement.
10.5. Severability Clause
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, certain obligations and covenants within the Franchise Agreement that require performance even after the agreement ends will continue to be in effect after the termination or expiration of the agreement. Specifically, section 10.4 of the agreement addresses this survival. This means that even after the franchise agreement is no longer active, some of the franchisee's responsibilities and promises to Ledgers will still apply.
One key area where Ledgers retains rights after termination relates to telephone number assignments. Upon the expiration or termination of the Franchise Agreement, the franchisee's right to use the Listings (telephone numbers, listings, and advertisements) terminates. The franchisee is obligated to pay all outstanding amounts connected to the Listings and must take actions to transfer the Listings to Ledgers or its designated agent. This includes installing intercept messages, disconnecting the Listings, and cooperating in the removal or relisting of the Listings. Ledgers may also require the franchisee to transfer all Listings to Ledgers or an approved call routing and tracking vendor.
Another area where obligations extend beyond the term involves intellectual property. Ledgers retains exclusive ownership of the Franchise System and all related intellectual property, including copyrights, trademarks, service marks, trade secrets, patent rights, domain names, websites, and telephone numbers. The franchisee cannot obtain intellectual property rights related to the Franchise System, and any such rights gained must be transferred to Ledgers. This ensures that Ledgers maintains control over its brand and system even after a franchise agreement ends.
These survival clauses are common in franchise agreements to protect the franchisor's interests and ensure a smooth transition upon termination or expiration. Prospective Ledgers franchisees should carefully review the specific covenants that survive termination to understand their ongoing obligations. It is important to note that the franchisee's obligations regarding client service, breach of agreement, negligence, and willful misconduct extend to any post-termination obligation.