12.2.1 The Franchisee understands and acknowledges that the rights and obligations set forth in this Agreement are personal to the Franchisee and that the Franchisor has granted such Franchise based on the Franchisee`s commercial and financial capabilities. Accordingly, neither the Franchisee, nor any direct or remote successor to any part of the Franchisee`s interest in this Agreement, nor any person, partnership, partnership or other legal entity that directly or indirectly holds an interest in this Agreement, franchisee or restaurant, will sell, assign, transfer, give, directly or indirectly, commit, engage or otherwise encumber. in the franchisee or in all or substantially all of the restaurant`s assets without the prior written consent of the franchisor. Any alleged assignment or transfer, by operation of law or otherwise, without the written consent of the franchisor required by this section 12.2.1, will be null and void and will constitute a material breach of this agreement for which the franchisor may terminate without the possibility of recovery in accordance with article 13.2.7 of this Agreement. Any release or waiver of rights you enforce does not include any rights under the Washington Franchise Investment Protection Act unless you sign a negotiated settlement after your agreement takes effect and we are both represented by independent counsel. Provisions such as those that unreasonably restrict or limit the limitation period for claims under the law and/or rights or remedies under the law, such as .B the right to a jury trial, may not be enforceable. 12.2.2.3 The Franchisee`s right to receive compensation under an agreement to purchase an interest in this Agreement, in a Franchisee or in all or substantially all of the restaurant`s assets is subject to and secondary to the Franchisor`s rights to receive outstanding monetary obligations or other outstanding obligations imposed by the Franchisee under this Agreement or any other agreement between the Franchisor or its companies affiliates and the franchisee, whether they occurred before or after such a transfer; (i) Establishment and operation and granting of the right to other franchisees or licensees, a Mama Fu`s restaurant or any other company using the Marks, to breach 15.3. The franchisee must immediately notify the franchisor in writing of any counterfeit or imitation of trademarks, the mama fu system or any act of unfair competition against the franchisor or franchisee of which the franchisee is aware. The franchisee may not provide oral or written notice, bring legal action, negotiate compromises or settle disputes regarding such violation or unfair competition without the prior written consent of the franchisor.
The franchisor has the exclusive right to initiate, negotiate, compromise, settle, refuse, appeal or otherwise deal with such an action and to take such steps as it deems desirable to prevent such action and to join the franchisee and any other franchisee as a party to such an action in which the franchisor may be involved and in which the franchisee may have an is or would be an appropriate part. However, nothing in this document should be construed as requiring the franchisor to seek reimbursement of costs or damages of any kind in such dispute, the establishment or waiver of such claims being at the sole discretion of the franchisor. The costs of such a measure are paid to the franchisor by the franchisor and recovery is received from these offenders. (including the provision of backup documentation required by law to potential franchisees), in related media claims, to existing franchisees and, where applicable or permitted by law. 2.2.3 The Franchisee shall not materially be in default with any provision of this Agreement, any amendment to this Agreement or any successor or other agreement between the Franchisee and the Franchisor or its affiliates; and the franchisee will have substantially complied with all the terms of these agreements during the terms; 5.12.5 Allow the franchisor or its agents, at a reasonable time, to remove samples of food or non-food items from the restaurant without payment, as specified in the owner`s manual. If the franchisor and franchisee have disagreements about the most up-to-date content of the user manual, the main copy of the franchisor`s operating manual is checked. Upon expiration or termination of this Agreement for any reason, the Franchisee must return all copies of the Operations Manual to the Franchisor and, at the Franchisor`s request, confirm to the Franchisor that the Franchisee has not retained any copies in any medium. The user manual is confidential, protected by copyright and the exclusive property of the franchisor. Advertising costs will be spent on behalf of the franchisor, franchisee and any other franchisee or user of the Mama Fu system for the production or purchase of radio, television, print and/or other promotional services that the franchisor deems necessary or appropriate in its sole discretion at the national level, regional or local (the “Advertising Fund”). The expenditure of these funds on advertising must at all times be under the control and discretion of the franchisor or other bodies designated by the franchisor […].