Common use of Termination Duties Clause in Contracts

Termination Duties. If this Agreement terminates for any reason, voluntarily or involuntarily, Franchisee and Franchisee Principal Owners, jointly and severally, to the extent permitted by law, shall immediately and expeditiously comply with each of the following requirements: (1) Stop using all Clearpoint Property or any variation or colorable imitation of any component, and refrain from identifying, promoting or advertising Yourselves as a member of the Clearpoint Network or former Clearpoint franchisee, or as formerly associated with Clearpoint in any manner (including the display of any Clearpoint related diplomas, awards, plaques, or other similar paraphernalia). (2) Stop using all software licensed or sublicensed by Franchisor to Franchisee. (3) Cancel all filings or authorizations to operate under the Proprietary Marks, Domain Names or any colorable imitation of them pursuant to a fictitious name statute or any similar statute. Within 30 days following the termination Franchisee must submit written evidence of such cancellation to Franchisor. (4) Assign all Domain Names or other identifications related to the Program to Franchisor without delay. (5) No later than 3 days following the termination, deliver to Franchisor, at Franchisee expense, all originals and copies of the Clearpoint Property and any software licensed or sublicensed by Franchisor to Franchisee. Further, Franchisee shall not make, retain or use any copy of the Clearpoint Property or any software licensed or sublicensed by Franchisor to Franchisee. (6) Pay in full all liabilities of the Business, including, rent, telephone, leases, salaries, vendors, and other claims. (7) Franchisee will not contest that for a period of 90 days following the termination of this Agreement, Franchisor will use Franchisee Bad Debt Reserve to cover the negative balance, if any, of Franchisee Distribution Account, and/or any other amounts due Franchisor under this Agreement, including liquidated damages, if applicable. (8) Cease using all Listings for any purpose whatsoever. Franchisee may not enter any “call forwarding” or similar instruction with Franchisee service provider to circumvent this provision. In addition, at Franchisors election, Franchisee must execute all forms and documents required by Franchisor and Franchisee service provider to either cancel the Listings or transfer the service and the Listings to Franchisor. For purposes of this Agreement, “Listings” means, all office telephone numbers, cellular and facsimile numbers, related Yellow Pages listings/advertisements or other business listings or directories, e-mail addresses, Internet web sites, Internet directories, Internet chat rooms, and all Internet meta keywords, and any other similar components identifying the Business which is accessible by the general public. The obligations of this Section 16 shall survive the termination of this Agreement. (9) If the Location is leased, Franchisor may, at Franchisors option, provide written notice to Franchisee requiring Franchisee to assign Franchisee interest in any lease or sublease for the Location to Franchisor. Franchisor may exercise this option up to 30 days following the termination of this Agreement. Franchisee agrees to remain liable for all obligations arising prior to the date of the assignment. (10) If Franchisor do not assume the lease, Franchisee must, at Franchisee expense, remove all signs bearing the Proprietary Marks and make such modifications to the premises as Franchisor deems necessary to clearly distinguish it from any personnel business operating under the Program. Franchisor has the right to enter the Location, without being guilty of any crime or tort, to make, or cause to be made, at Franchisee expense, the changes and modifications required by this Agreement. Franchisee agrees to pay Franchisors incurred costs upon demand. (11) Franchisor may, at Franchisors sole option, require Franchisee to sell to Franchisor any or all of Franchisee assets. The parties agree that the purchase price shall equal the lesser of (i) fair market value, or (ii) 3 times Franchisee annual pre-tax earnings for the subject Business for Franchisee most recently completed fiscal year as computed in accordance with GAAP. If Franchisor cannot agree on a fair market value prior to the Termination Date, the parties agree the fair market value shall be determined by a qualified independent appraiser; selected by Franchisor. Once the value is established, Franchisee shall execute Franchisors required Asset Purchase Agreement. Franchisor has the right to deduct from the purchase price any sums owing from Franchisee under this Agreement or any other agreements between Franchisee and Franchisor, and Franchisors reasonable related expenses incurred (including attorneys’ fees). The sale shall occur on or before the Termination Date, or such other date as the parties may agree. In addition, Franchisor may require one or more of Franchisee Principal Owners to enter into Franchisors standard consulting agreement in order to provide certain services for Franchisor for a limited period of time. The purchase, if completed, is for the assets only and Franchisor will not assume any of Franchisee liabilities, except for those, if any, identified within the Asset Purchase Agreement. (12) Franchisee acknowledges that all Client Accounts and Field Employees are Franchisors property. Franchisor may service or dispose of the Client Accounts in any manner Franchisor deem appropriate. Franchisee and Franchisee Principal Owners understand and agree that any solicitation by either of Franchisee of any Clients and/or Field Employees following the termination of this Agreement is a material breach of this Agreement for which Franchisor may seek all legal remedies. In addition, Franchisee must deliver to Franchisor such documents and/or instruments Franchisor deem necessary to evidence Franchisors ownership of the Client Accounts and to meet the requirements of all taxing and other government authorities. For the purpose of this Agreement, “Client Accounts” means all accounts or other established business relationships with every Client to whom Franchisee, through the operation of the Business, has provided staffing services or related products or services during the 2 year period prior to the termination or expiration (without renewal), or that placed a Job-order for the services offered by Franchisee during the 90 day period prior to the termination or expiration.