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Does the Management Recruiters franchise agreement include an exhibit outlining a Collateral Assignment of Telephone Numbers and Listings?

Management_Recruiters Franchise · 2024 FDD

Answer from 2024 FDD Document

Exhibit G Collateral Assignment of Telephone Numbers and Listings

(See attached)

COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS AND LISTINGS

THIS COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS AND LISTINGS ("Assignment") is made and entered by and between HQ MRI CORPORATION, a Delaware corporation ("Franchisor"), and [ ], a [ ] ("Franchisee") contemporaneously with that certain Franchise Agreement entered into by the Parties. Franchisor and Franchisee are sometimes referred to collectively as the "parties" or individually as a "party".

W I T N E S S E T H :

WHEREAS, Franchisor and Franchisee entered into that certain Franchise Agreement dated ("Franchise Agreement"), pursuant to which Franchisee shall own and operate a MRI Franchise Business ("Franchise Business"); and

WHEREAS, the Franchise Business uses certain proprietary knowledge, procedures, formats, systems, forms, printed materials, applications, methods, specifications, standards and techniques authorized or developed by Franchisor (collectively, the "Operating MRI System"); and

WHEREAS, Franchisor identifies Franchised Businesses and various components of the Operating System by certain trademarks, trade names, service marks, trade dress and other commercial symbols (collectively, the "Marks"); and

WHEREAS, in order to protect its interest in the Operating System and the Marks, Franchisor desires to have the right to control the telephone numbers and listings of the Franchised Business if the Franchise Agreement is terminated.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. RECITALS

The foregoing recitals are true and correct in every respect and are incorporated by reference herein.

2. DEFINITION OF TERMS

Terms not otherwise defined in this Assignment shall have the meaning as defined in the Franchise Agreement.

3. COLLATERAL ASSIGNMENT

Franchisee hereby assigns to Franchisor all of Franchisee's right, title and interest in and to those certain telephone numbers and regular, classified or other telephone directory listings (collectively, the "Numbers and Listings") associated with the Marks and used from time-to-time in connection with the operation of the Franchise Business. This Assignment is for collateral purposes only. Franchisor will have no liability or obligation of any kind whatsoever arising from or in connection with this Assignment, unless Franchisor notifies the telephone company and/or the listing agencies with which Franchisee has placed telephone directory listings (collectively, the "Telephone Company") to effectuate the assignment of the Numbers and Listings to Franchisor. Upon termination or expiration of the Franchise Agreement, Franchisor will have the right and authority to ownership of the Numbers and Listings. In such event, Franchisee will have no further right, title or interest in the Numbers and Listings and will remain liable to the Telephone Company for all past-due fees owing to the Telephone Company on or before the date on which the assignment is effective. As between Franchisor and Franchisee, upon termination or expiration of the Franchise Agreement, Franchisor will have the sole right to and interest in the Numbers and Listings.

Source: Item 23 — RECEIPTS (FDD pages 67–327)

What This Means (2024 FDD)

According to the 2024 Management Recruiters FDD, Exhibit G outlines the Collateral Assignment of Telephone Numbers and Listings. This exhibit details an agreement between HQ MRI CORPORATION (the Franchisor) and the Franchisee, made contemporaneously with the Franchise Agreement.

The purpose of this assignment is to protect Management Recruiters' interest in its operating system and trademarks by allowing it to control the franchisee's telephone numbers and listings if the Franchise Agreement is terminated. This ensures that upon termination, Management Recruiters can maintain continuity and prevent confusion in the marketplace.

Under the Collateral Assignment, the franchisee assigns all rights, titles, and interests in telephone numbers and directory listings associated with the Management Recruiters marks to the franchisor. This assignment is for collateral purposes, meaning it only takes effect under specific conditions, such as termination or expiration of the franchise agreement.

Upon termination or expiration of the Franchise Agreement, Management Recruiters has the right to ownership of the Numbers and Listings. The franchisee loses all rights to these Numbers and Listings and remains responsible for any outstanding fees owed to the Telephone Company up to the date the assignment becomes effective.

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.