Fill and Sign the Franchise Sale Agreement Agreement to Transfer Franchise to Third Party Form

MODIFICATION OF THE __________________________________ FRANCHISE AND LICENSE AGREEMENT and ASSIGNMENT and ASSUMPTION OF THE MODIFIED FRANCHISE and LICENSE AGREEMENT BY _______________________________ TO __________________________________________ This Agreement is made as of the _____ day of ______________, 20_____, by and between: ________________________ (hereinafter referred to as "Company"), ______________________ (hereinafter referred to as “_______________” )[ Original Franchisee] and ________________________ (hereinafter referred to as "_____________” ) [Assuming Franchisee]. WHEREAS _________________ obtained from Company a Franchise and License for the use of certain Company Trademarks, ____________, _____________, describe in Schedule A ("the Franchise and License Agreement"); and WHEREAS _________________ [Original Franchisee] is using the Company Trademarks, _____________, ________________, as provided in the Franchise and License Agreement, at it’s _________________ location(s); and WHEREAS pursuant to the terms of an Asset Purchase Agreement dated _____________, 20___ between _______________ [Original Franchisee] and __________________ [Assuming Franchisee], _______________ [Original Franchisee] intends to sell, assign and transfer to ____________________ [Assuming Franchisee] the assets and rights to its _______________ franchise locations(s), and to assign to _____________ [Assuming Franchisee] its rights and obligations under the Franchise and License Agreement, as modified herein; and WHEREAS _________________ [Original Franchisee] is not permitted to assign its rights and obligations to the License without the prior written consent of Company; and WHEREAS Company has agreed to grant its consent to a one-time assignment in consideration of ______________________________________________________________________ [list any consideration to be paid Company by _______________, [Original Franchisee] in exchange for approval of sale of franchise and modification of the Franchise and License Agreement]. NOW THEREFORE in consideration of Company granting its consent to the assignment, and in consideration of ______________________________________ by ________________ [Original Franchisee], and in consideration of ______________ [Assuming Franchisee] purchasing the assets and rights of the ______________ [Original Franchisee’s] franchise locations pursuant to the terms of an Asset Purchase Agreement dated ______________, 20______, and for other good and valuable consideration, the parties hereby agree as follows: A. MODIFICATION OF THE FRANCHISE and LICENSE AGREEMENT 1. The Franchise and License Agreement entered into between the parties on _________________, _____, is hereby modified to __________________________________. All other rights and obligations under the License shall continue and endure. B. ASSIGNMENT OF THE MODIFIED FRANCHISE and LICENSE BY ____________________ TO _____________________ 1. _________________ [Original Franchisee] hereby transfers, conveys and assigns all its rights to the Franchise and License Agreement, as modified herein, to _________________ [Assuming Franchisee]. Company acknowledges that the Franchise and License Agreement, as modified herein, is in full force and effect and _________________ [Original Franchisee] is not in default under it. Company consents to the assignment of the Franchise and License, as modified herein, by _________________ [Original Franchisee] to ______________ [Assuming Franchisee] , subject to the performance by _________________ [Assuming Franchisee] of all of the obligations of _________________ [Original Franchisee] contained in the License, as modified herein. 2. Without limitation, ______________________ [Assuming Franchisee] agrees and recognizes that the Franchise and License Agreement has been modified so as to: ______________________________________________________________________________ ______________________________________________________________________________ C. ASSUMPTION OF THE OBLIGATIONS UNDER THE MODIFIED FRANCHISE AND LICENSE AGREEMENT BY _________________ 1. _________________ [Assuming Franchisee] agrees to assume the obligations of _________________ [Original Franchisee] under the ______________________ Franchise and License Agreement executed on _______________, 20___, as modified herein, and _________________ [Assuming Franchisee] agrees to be bound to the same extent that _________________ [Original Franchisee] was bound, as Company, by the _________________ Franchise and License Agreement executed on _______________, 20___, as modified herein. D. ASSIGNMENT 1. _________________ [Assuming Franchisee] may not assign its rights under this Agreement without the prior written consent and approval of Company. Any purported assignment by _________________ [Assuming Franchisee], without the prior written consent and approval of Company, will be null and void and will be a breach of this Agreement. E. RELEASE OF _________________ [Original Franchisee] 1. Company releases _______________________ of all of its obligations under the Franchise and License Agreement executed on ______________, 20___, as modified herein, save for all provisions in the Agreement that specifically survive termination. F. RELEASE OF COMPANY 1. _________________ [Original Franchisee] releases Company of all of its obligations under the Franchise and License Agreement executed on ______________, 20___, as modified herein, save for all provisions in the Agreement that specifically survive termination. G. CHOICE OF LAW1. This Agreement shall be governed in all respects by the laws of the State of _______________________. The parties hereto agree to submit to the personal and exclusive jurisdiction of the federal and state courts of the State of _______________________ with respect to any dispute arising out of this Agreement. H. ENTIRE AGREEMENT 1. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN HE PARTIES AND SUPERSEDES ALL PROPOSALS, ORAL AND WRITTEN BETWEEN THE PARTIES ON THIS SUBJECT. IN WITNESS HEREOF the parties hereto have duly executed this Agreement as of the day a year first above written, by affixing their respective corporate seals under the hands of the ir proper signing officers duly authorized in that behalf. Dated: _______________ Dated: _______________ ___________________________________________ ________________________________________ (Company) (Original Franchisee) By: _________________________________ By: ______________________________ Print Name: __________________________ Print Name: ________________________ Title: Title: Dated: _______________ ____________________________________ (Assuming Franchisee) Print Name: __________________________ Title: