Effective Date: October 15, 2026 Version: 1.0 Applies to: All Franchisees and the Company, as to the grounds, procedure, and consequences of termination of a Franchise Agreement.
Article 1: Introduction and Scope
1.1 This Policy is the termination instrument for the franchise relationship. This Policy states the grounds on which a Franchise Agreement may be terminated, the notice and cure procedure that precedes termination, the form of a termination notice, the effect of termination including de-branding duties and deadlines, and the obligations that survive termination. Termination ends the franchise: the Franchised Business loses the brand, the systems, and the network. Termination is reserved for the grounds stated in this Policy and is administered under the procedure this Policy states.
1.2 The signed Franchise Agreement's termination clause and this Policy state the same grounds and the same procedure. Where the signed Franchise Agreement states a longer cure period or a further notice requirement for a ground, the longer period and the further requirement apply. Where applicable state franchise law imposes a notice, cure, or good-cause requirement greater than the Franchise Agreement and this Policy state, that law prevails, as Article 3.5 states.
1.3 The Franchise Disclosure Document controls the offer and sale of franchises. No provision of this Policy, and no content in any portal, makes any representation concerning earnings, sales, revenue, or profitability of a Franchised Business.
1.4 Where the franchise law of the state in which the Franchised Business is located gives the Franchisee rights greater than this Policy, that law prevails to the extent of the conflict. If a provision of this Policy conflicts with the Terms of Use, this Policy controls for the subject it governs.
Article 2: Definitions
2.1 Company: All About Pawz, LLC, a Tennessee limited liability company.
2.2 Cure: the Franchisee's correction of a Default within the cure period, restoring compliance and making the Company whole, including payment of a past-due amount with interest, correction of a deficiency, and correction of the procedure that produced the Default. Stopping a breach without correcting what the breach caused is not a Cure.
2.3 Default: a material breach of the Franchise Agreement or of a policy the Franchise Agreement incorporates. A breach is material by its nature, by its amount, by its repetition, or by its effect on the brand, on an animal, on a customer, or on the franchise system. A single late royalty payment cured within a week is not, without more, a Default; three months of unpaid royalties is a Default.
2.4 Franchise Agreement: the franchise agreement between the Company and the Franchisee granting the franchise for the Franchised Business, including its termination clause.
2.5 Franchise Disclosure Document: the disclosure document the Company provides to a prospective franchisee under the Federal Trade Commission Franchise Rule and applicable state franchise law.
2.6 Franchised Business: the business the Franchisee is granted the right to operate under the Franchise Agreement at the Franchised Location.
2.7 Franchised Location: the premises from which the Franchised Business is operated, as identified in the Franchise Agreement.
2.8 Franchisee: a person or business that has been granted a franchise by the Company and is a party to a Franchise Agreement.
2.9 Marks: the Company's trademarks, service marks, trade names, logos, and other brand identifiers licensed to the Franchisee under the Franchise Agreement.
2.10 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
Article 3: Grounds and Procedure in General
3.1 Termination by the Company for cause requires: (a) a Default, or a ground stated in Article 4; (b) written notice stating the Default or ground specifically: the conduct, the date or period, and the section of the Franchise Agreement or policy breached; and (c) the cure opportunity in Article 5, except for a ground stated in Article 4.
3.2 A termination notice shall be in writing, shall be given as Article 15.2 provides, shall identify the ground by class under Article 4 or Article 5, and shall state the effective date of termination. For a ground under Article 5, the effective date is the first day after the cure period expires without a Cure. For a ground under Article 4, the effective date is the date the notice states, subject to applicable law.
3.3 Article 4 states the grounds on which the Company may terminate immediately, without a cure period. Article 5 states the grounds on which termination requires notice and a cure period. A ground not stated in Article 4 is administered under Article 5 unless applicable law provides otherwise.
3.4 Termination without the grounds, the notice, or the cure opportunity this Policy requires is wrongful, and Article 9 states the consequences.
3.5 State-law override. State franchise relationship laws may impose additional notice periods, additional cure rights, and good-cause requirements for termination. The Company and the Franchisee shall comply with the stricter of the Franchise Agreement and the applicable law. Where the franchise law of the state in which the Franchised Business is located gives the Franchisee rights greater than this Policy or the Franchise Agreement, that law prevails to the extent of the conflict, and a termination that does not satisfy that law is not effective to the extent that law provides.
Article 4: Immediate-Termination Grounds
4.1 The Company may terminate the Franchise Agreement immediately on written notice, without a cure period, on any of the following grounds, each of which is a ground on which cure does not restore the position the ground destroyed (a) Animal harm: neglect, abuse, or cruelty to an animal in the Franchisee's care, as stated in the Franchise Brand Standards Policy;
(b) Fraud: fraud by the Franchisee or a principal of the Franchisee, including fraud in the franchise application under the Franchise Eligibility & Approval Policy, fraud in royalty or Gross Sales reporting under the Franchise Audit & Inspection Policy, and fraud in any other dealing with the Company, a customer, or the franchise system;
(c) Felony conviction: conviction of the Franchisee or a principal of the Franchisee of a felony involving fraud, animal cruelty, or a crime of moral turpitude;
(d) Abandonment: the Franchisee ceases operating the Franchised Business without notice to the Company for fourteen (14) consecutive days;
(e) Repeated Defaults: three (3) Defaults cured within a twelve (12) month period, the pattern establishing that cure has not produced continuing compliance;
(f) Insolvency: the Franchisee becomes insolvent, makes an assignment for the benefit of creditors, admits inability to pay debts as debts mature, or becomes the subject of a bankruptcy, receivership, or similar proceeding that is not dismissed within the period applicable law allows;
(g) Unapproved Transfer: a Transfer of the franchise, of a controlling interest in the Franchisee, or of the Franchise Agreement without the prior written consent the Franchise Transfer Policy requires; and
(h) Brand damage: conduct by the Franchisee that causes material damage to the Marks, to the brand, or to the safety of a person or an animal, and that by its nature cannot be cured by a later correction.
4.2 A notice under this Article shall state the ground and the facts relied on with the specificity Article 3.1(b) requires. The absence of a cure period under this Article does not remove the notice requirement, the appeal in Article 11.5, or a right or remedy under applicable law or the Franchise Dispute Resolution Policy.
Article 5: Cure-Period Grounds and the Cure Procedure
5.1 Each of the following is a ground for termination if not cured under this Article: (a) non-payment of a royalty, a fee, a fund contribution, or another amount due under the Franchise Agreement; (b) non-compliance with a brand standard under the Franchise Brand Standards Policy that does not fall within Article 4.1(a) or 4.1(h); (c) a failure of reporting, record-keeping, audit, or inspection duties under the Franchise Audit & Inspection Policy that does not fall within Article 4.1(b); (d) a failure of a training duty under the Franchise Training Policy; (e) a breach of a territory, marketing, confidentiality, or other material obligation of the Franchise Agreement not stated in Article 4; and (f) any other material breach of the Franchise Agreement capable of cure.
5.2 The Company shall give written notice of a Default under this Article stating the Default with the specificity Article 3.1(b) requires and stating the cure period. The cure period is thirty (30) days from the notice, or the longer period the Franchise Agreement or applicable law states.
5.3 Where a Default cannot be cured within the cure period and the Franchisee commences cure promptly within the period and pursues the cure diligently, the cure period extends for the period of diligent pursuit. A build-out deficiency requiring contractors is an example of a Default to which this clause may apply. An extension under this clause ends when diligent pursuit ends.
5.4 A Franchisee that completes a Cure within the period allowed, including an extension under Article 5.3, is not terminated for that Default. The cured Default remains part of the compliance record for Article 4.1(e).
Article 6: Termination by the Franchisee
6.1 The Franchisee may terminate the Franchise Agreement where the Company materially breaches the Franchise Agreement and does not cure the breach within thirty (30) days after the Franchisee's written notice stating the breach with the specificity Article 3.1(b) requires, applied to the Company's breach. Article 5.3 applies to a cure by the Company that cannot be completed within the period and is commenced promptly and pursued diligently.
6.2 A Franchisee that terminates under Article 6.1 is not bound by a post-termination non-competition covenant where the Franchise Agreement so provides for a termination on that ground.
6.3 A Franchisee may also terminate as the Franchise Agreement otherwise expressly permits, on the notice and the conditions the agreement states.
Article 7: Effect of Termination
7.1 On termination of the Franchise Agreement, by either party and on any ground, the former Franchisee shall (a) Cease brand use immediately: stop all use of the Marks and of the brand identity on the effective date of termination, remove signage and remove or cover every other display of the Marks, and complete de-identification of the Franchised Location within thirty (30) days after the effective date. The Marks shall not remain on a business the Company no longer stands behind;
(b) Return or destroy confidential materials: return to the Company, or destroy and certify the destruction of, the Brand Standards Manual, training materials, and proprietary procedures, as stated in the Franchise Training Policy;
(c) Pay all amounts owed: pay royalties, fees, and fund contributions through the termination date, and any understatement an audit under the Franchise Audit & Inspection Policy establishes for a period before termination, with interest as that policy and the Franchise Agreement state. Termination does not discharge an amount owed; and
(d) Transition customer records: handle appointments, customer records, and customer data as the Franchise Agreement and applicable law provide: an appointment is honored or refunded as the agreement provides, and customer data is transferred, retained, or deleted as the agreement and applicable law require. Customer data does not pass to the former Franchisee's unrelated business.
7.2 On termination, the Company shall: (a) end the franchisee standing of the franchise account, retaining the financial records required for the final accounting and as applicable law requires; (b) revoke the owner and staff portal access of the former Franchisee; and (c) update the Franchise Agreement record and the Franchised Location record to reflect the termination.
7.3 No provision of this Policy, and no provision of the Franchise Agreement as administered under this Policy, requires the Company to purchase, or requires the former Franchisee to sell, inventory, equipment, or other assets on termination, except as the Franchise Agreement expressly states a buy-back or purchase obligation and as applicable law requires. Where the Franchise Agreement states such an obligation, the obligation is performed on the terms the agreement states.
7.4 The Company shall not operate the terminated Franchised Location as a Company store for the purpose of punishing the former Franchisee. The Company may re-franchise the territory under the Franchise Territory Policy after the post-termination duties in Article 7.1 are performed or secured.
Article 8: Surviving Obligations
8.1 The following obligations survive termination of the Franchise Agreement: (a) payment obligations for amounts owed through termination and amounts established by audit for a period before termination; (b) confidentiality: the Company's confidential system information remains confidential without a time limit stated in this Policy; (c) the non-competition and non-solicitation covenants of the Franchise Agreement, in the scope and for the duration the agreement states; (d) indemnification under Article 11 for acts and omissions before termination; and (e) the dispute procedure in the Franchise Dispute Resolution Policy for a dispute arising from the relationship or the termination.
8.2 A non-competition covenant is enforceable only in a scope and for a duration that are reasonable and that the Franchise Agreement states. Where a covenant is held unreasonable in part, Article 13.4 applies, and the remaining provisions of the Franchise Agreement and of this Policy continue in effect.
Article 9: Wrongful Termination
9.1 A termination without a ground stated in Article 4 or Article 5, without the notice Article 3.2 requires, or without a cure opportunity Article 5 requires, is wrongful.
9.2 The remedies of a Franchisee for a wrongful termination are pursued under the Franchise Dispute Resolution Policy and include damages: including lost profits and the value of the business destroyed: and, where the Franchise Agreement and applicable law permit, injunctive relief restoring the franchise pending resolution of the dispute.
9.3 The notice specificity in Article 3.1(b), the cure procedure in Article 5, and the remedies in this Article are the counterweights to the Company's termination right under this Policy, and each is administered as written.
Article 10: Liability
10.1 Exclusion of certain damages. To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages, or for lost profits, lost revenue, or loss of goodwill, arising out of or relating to this Policy, even if the party has been advised of the possibility of those damages. This clause does not limit a remedy Article 9.2 states for a wrongful termination, to the extent a court or arbitrator holds such a remedy available under applicable law.
10.2 Cap. To the fullest extent permitted by law, the Company's total liability arising out of or relating to this Policy shall not exceed the greater of (a) the amounts the Franchisee paid to the Company under this Policy in the twelve months before the event giving rise to the claim, or (b) one hundred dollars ($100).
10.3 Carve-outs. This Article does not limit (a) a party's indemnification obligations under this Policy; (b) liability for fraud or willful misconduct; (c) amounts the Franchisee owes for fees, royalties, or other amounts under the Franchise Agreement; or (d) liability that cannot be limited under applicable law.
10.4 Essential purpose. The parties agree that this Article allocates risk between them, that it is an essential part of the basis of their bargain, and that it applies even if a limited remedy fails of its essential purpose.
Article 11: Indemnification
11.1 Duty. The Franchisee shall indemnify, defend, and hold harmless the Company and its members, managers, employees, and agents from and against every claim, demand, action, loss, liability, judgment, settlement, cost, and expense (including reasonable attorneys' fees) arising out of or relating to: (a) the Franchisee's breach of this Policy or of the Franchise Agreement; (b) the operation of the Franchised Business before termination, including the acts and omissions of the Franchisee's employees and agents and the handling of animals in the Franchisee's care; (c) a failure to perform a post-termination duty under Article 7.1, including continued use of the Marks after termination; (d) the Franchisee's violation of any law or of the rights of any person; and (e) taxes for which the Franchisee is responsible under the Franchise Agreement.
11.2 Procedure. The Company shall give prompt written notice of a claim under this Article. The Franchisee shall control the defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. The Franchisee shall not settle a claim in a manner that imposes any obligation or restriction on the Company, or that does not release the Company fully, without the Company's prior written consent.
11.3 Survival. This Article survives the termination of this Policy and of the Franchise Agreement.
Article 12: Enforcement and Appeals
12.1 Investigation. The Company may investigate any suspected Default or ground under Article 4. The Franchisee shall cooperate with an investigation and shall produce the records the Franchise Agreement and the Company's franchise policies require the Franchisee to keep.
12.2 Notice. Notice under this Policy is given as Article 15.2 provides. A notice of Default or of termination shall state the matter with the specificity Article 3.1(b) requires, except where prior notice would compromise an investigation of fraud, a safety risk, or a legal obligation, in which case notice is given as soon as that compromise ends.
12.3 Opportunity to cure. The cure opportunity for a ground under Article 5 is as stated in Article 5. No cure period applies to a ground under Article 4, to fraud, to a risk to the safety of a person or an animal, to unlawful conduct, or to a violation that by its nature cannot be cured.
12.4 Measures short of termination. Before or instead of termination, the Company may, proportionate to the violation: (a) issue a written warning; (b) issue a cure notice and require a cure plan; (c) require remedial training under the Franchise Training Policy; (d) suspend an approval or a program participation connected with the violation; and (e) exercise any other right or remedy available under the Franchise Agreement or at law. A measure under this clause does not waive a ground for termination arising from the same facts.
12.5 Appeal. The Franchisee may appeal a termination or another measure under this Article by written notice to legal@aapawz.com within thirty (30) days of the measure, stating the grounds and attaching the records relied on. The appeal is decided by a person who did not make the original decision. The Company's decision on appeal is final within the Company's process. A measure, including a termination, remains in effect during an appeal unless the Company directs otherwise in writing or a court or arbitrator orders interim relief under the Franchise Dispute Resolution Policy. An appeal under this clause does not replace the dispute procedure in that policy, and a Franchisee may pursue that procedure whether or not an appeal is filed.
12.6 No waiver by delay. The Company's delay in acting on a Default or ground is not a waiver of the Default or ground or of any later Default of the same kind.
Article 13: Term and Termination
13.1 Term of the franchise. The term of the franchise is the term stated in the Franchise Agreement. The franchise ends on expiration of that term without renewal under the Franchise Renewal Policy, or on earlier termination under this Policy.
13.2 Termination under this Policy. Termination of a Franchise Agreement is governed exclusively by Articles 3 through 9 of this Policy and by the termination clause of the Franchise Agreement. No other Company policy creates a separate right to terminate a Franchise Agreement, and every other franchise policy incorporates this Article by reference for termination.
13.3 Effect and survival. The effect of termination is as stated in Article 7. Articles 2, 7, 8, 9, 10, 11, 12 (for measures taken before termination), 14, and 15 of this Policy survive termination, together with any obligation that arose before termination until that obligation is satisfied.
Article 14: Dispute Resolution
14.1 Any dispute arising out of or relating to this Policy, or to the relationship it governs: including a contest of a termination and a claim of wrongful termination under Article 9: is governed by the Dispute Resolution Policy, which is incorporated into this Policy by reference. The franchise dispute procedure stated in the Franchise Dispute Resolution Policy applies before and in addition to that incorporation, as that policy provides.
Article 15: General Provisions
15.1 Amendments. The Company may amend this Policy by posting the amended Policy in the Document Center and giving notice to the Franchisee at the email address in the Franchisee's account. An amendment that materially increases the Franchisee's obligations takes effect thirty (30) days after notice; other amendments take effect on posting. An amendment to this Policy does not amend the termination clause of a signed Franchise Agreement, and does not create a ground for termination of a signed Franchise Agreement that the agreement does not state.
15.2 Notices. Legal notices under this Policy, including a notice of Default, a notice of termination, and a notice under Article 6.1, shall be sent to legal@aapawz.com where the notice is to the Company. Operational notices and all other communications shall be sent to support@aapawz.com. A notice to the Company is effective when the Company acknowledges receipt or, for email, one business day after sending, whichever is earlier. Notices to the Franchisee are effective when sent to the email address in the Franchisee's account or posted to the account's notice facility in the portal, whichever occurs first, and a notice of termination is also given by the delivery method the Franchise Agreement states for such a notice where the agreement states one. The Franchisee shall keep the email address in the account current.
15.3 Governing law. This Policy is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules. Subject to the Dispute Resolution Policy, any proceeding arising out of this Policy shall be brought in the state or federal courts located in Shelby County, Tennessee, and the parties consent to personal jurisdiction there. Where the franchise law of the state in which the Franchised Business is located gives the Franchisee rights greater than this Policy, that law prevails to the extent of the conflict, including as Article 3.5 states.
15.4 Severability. If any provision of this Policy is held unenforceable, the provision shall be enforced to the fullest extent permitted, and the remaining provisions continue in full effect.
15.5 Entire agreement. This Policy, together with the documents it incorporates by reference, is the entire agreement between the Company and the Franchisee for the subject it governs and supersedes every prior or contemporaneous statement, communication, or agreement on that subject, whether written or oral. No statement concerning earnings, sales, revenue, or profitability forms part of the agreement between the Company and the Franchisee unless the statement is contained in the Franchise Disclosure Document as the Franchise Rule permits.
15.6 Assignment. The Franchisee shall not assign this Policy or any right or obligation under it without the Company's prior written consent, and an assignment without consent is void and is a ground under Article 4.1(g). A transfer of the franchise is governed by the Franchise Transfer Policy. The Company may assign this Policy to an affiliate or in connection with a sale of all or part of its business, on notice to the Franchisee.
15.7 Waiver. A waiver of any provision of this Policy is effective only in writing and only for the instance stated. No waiver is a waiver of any other provision or instance.
15.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Policy shall not be construed against a party on the ground that the party prepared it. The English-language text controls over any translation.
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