Effective Date: October 15, 2026 Version: 1.0 Applies to: All Franchisees proposing a transfer of a franchise, all prospective transferees, and the Company in the administration of transfer consent.
Article 1: Introduction and Scope
1.1 This Policy governs transfer of a franchise: the transfers that require the Company's prior written consent, the qualification standard for a transferee, the consent process and the standard by which consent is decided, the effect of a consented transfer, and the succession procedure on death or incapacity. A franchise is transferable with consent; the consent requirement protects the franchise system against an unqualified operator acquiring a Franchised Business.
1.2 The signed Franchise Agreement's transfer clause controls as to the consent standard, any right of first refusal, and the transfer fee. This Policy states the procedure by which that clause is administered. Where the Franchise Agreement and this Policy differ, the Franchise Agreement controls.
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, and the value a transferor and a transferee place on a Franchised Business is a matter between those parties, subject to Article 5.3.
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 Franchise Agreement: the franchise agreement between the Company and the Franchisee granting the franchise for the Franchised Business, including its transfer clause.
2.3 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.
2.4 Franchised Business: the business the Franchisee is granted the right to operate under the Franchise Agreement at the Franchised Location.
2.5 Franchised Location: the premises from which the Franchised Business is operated, as identified in the Franchise Agreement.
2.6 Franchisee: a person or business that has been granted a franchise by the Company and is a party to a Franchise Agreement. In Articles 3 through 6, the Franchisee proposing a transfer is the transferor.
2.7 Platform: the websites, applications, and services the Company operates under the name All About Pawz, including aapawz.com.
2.8 Transfer: a sale of the Franchised Business, a sale of a controlling interest in the Franchisee entity, or an assignment of the Franchise Agreement.
2.9 Transferee: the person or business proposed to acquire the franchise under a Transfer.
Article 3: Transfers Requiring Consent
3.1 A Transfer requires the Company's prior written consent. Consent obtained after a Transfer has closed is not prior consent. A Transfer made without prior written consent is a breach of the Franchise Agreement, is not effective as a transfer of the franchise against the Company, and is grounds for proceedings under the Franchise Termination Policy.
3.2 The following do not require consent, and require written notice to the Company only: (a) a transfer to the Franchisee's revocable living trust for estate-planning purposes; (b) a transfer among existing owners of the Franchisee that does not change control of the Franchisee; and (c) a succession on death or incapacity administered under Article 7. A transfer that changes control of the Franchisee requires consent under Article 3.1, whether the transfer is structured as a sale of the business, a sale of interests in the entity, or an assignment, and regardless of how the parties to the transfer describe the transaction.
3.3 Where the Franchise Agreement grants the Company a right of first refusal on a proposed Transfer, the Transfer is subject to that right, and the right is exercised or lapses on the terms and within the period the Franchise Agreement states. This Policy creates no right of first refusal that the Franchise Agreement does not grant, and states no period or price term for such a right that the Franchise Agreement does not state.
Article 4: Transferee Qualification
4.1 A Transferee shall meet the same eligibility standards as a new franchisee under the Franchise Eligibility & Approval Policy: legal capacity, financial qualification: including capital sufficient to pay the purchase price and to operate the Franchised Business without depriving the business of required capital: operating qualification, and background qualification. The standard is not lowered because the Franchised Location already exists.
4.2 The Transferee shall complete the training program under the Franchise Training Policy, including the full Operating Principal curriculum and its assessment, before taking over operations of the Franchised Business. Experience outside the franchise system does not substitute for that training.
4.3 The compliance history of the Franchised Business transfers with the franchise for renewal-evaluation purposes under the Franchise Renewal Policy; a change of owner does not erase that history. The Transferee is not liable for the transferor's defaults arising before the Transfer except as the transfer documents between the transferor and the Transferee allocate that liability, and the Company's claim for royalties and other amounts arising before the Transfer runs against the transferor, subject to Article 6.3.
Article 5: The Consent Process
5.1 The Franchisee shall submit: (a) the proposed purchase agreement, or the material terms of the proposed Transfer, including the price, the structure, and the closing timeline; (b) the Transferee's application, in the package the Franchise Eligibility & Approval Policy states; and (c) the transfer fee, in the amount stated in the Franchise Agreement and disclosed in the Franchise Disclosure Document. No transfer fee is payable except as so stated.
5.2 The Company shall decide within thirty (30) days after a complete submission: consent, conditional consent with the conditions stated in writing, or denial with reasons stated in writing. The thirty-day period runs from completeness of the submission, not from a first communication. Where a submission is incomplete, the Company shall itemize the missing items within five (5) business days after receipt, and the period runs from receipt of the items that complete the submission.
5.3 Consent standard. Consent shall not be unreasonably withheld where the Franchise Agreement so provides. Consent is decided against the qualification standard in Article 4 and against whether the terms of the Transfer impair the Franchised Business: a purchase price or debt structure so leveraged that the business cannot service the debt and pay royalties and other amounts due is grounds for conditional consent requiring a restructured financing, or for denial. The Company does not decide whether the price is fair; fairness of price is a matter between the transferor and the Transferee. The Company decides whether the Transferee qualifies and whether the Transfer is survivable by the business.
5.4 A condition of consent may include completion of training under Article 4.2, completion of premises upgrades the current Brand Standards Manual requires, and payment current of all amounts under Article 6.3 at closing.
5.5 A denial shall state the specific reasons, measured against Article 4 and Article 5.3. A denial is subject to the dispute procedure in the Franchise Dispute Resolution Policy.
Article 6: Effect of a Consented Transfer
6.1 On a consented Transfer: (a) the franchise record is updated to reflect the Transferee as Franchisee, by amendment of the existing Franchise Agreement record or by a new record, as the transfer clause of the Franchise Agreement provides; (b) the Franchised Location record is repointed to the Transferee's owner account; (c) the transferor's owner access is withdrawn; and (d) the Transferee's owner access is provisioned. The Franchised Business continues; the persons who hold the franchise change, and the records change with the persons.
6.2 The Transferee shall sign the then-current form of Franchise Agreement, as on a renewal under the Franchise Renewal Policy, or shall take an assignment of the existing Franchise Agreement, as the transfer clause of the Franchise Agreement provides. The Transferee is bound by the Franchise Agreement from the closing of the Transfer.
6.3 All royalties, fees, and fund contributions of the Franchised Business through the transfer date shall be paid current at closing. The Company does not pursue the transferor for such amounts after the Transferee takes over, except for an amount that an audit under the Franchise Audit & Inspection Policy later establishes for a period before the Transfer.
6.4 The transferor is released from obligations arising after the Transfer only on the Company's written release, and no release discharges an obligation arising before the Transfer or a guarantee that survives by its terms.
Article 7: Death and Incapacity
7.1 On the death or incapacity of a Franchisee who is an individual, or of the individual who controls a Franchisee entity, the estate or the authorized representative shall notify the Company within thirty (30) days after the death or the determination of incapacity.
7.2 The Franchised Business continues in operation under interim management: the Operating Principal, or a manager the estate appoints with the Company's approval: for up to twelve (12) months from the notice under Article 7.1 while the estate elects either: (a) succession by a qualified successor, administered as a Transfer under Articles 4 and 5, with the transfer fee waived or reduced as the Franchise Agreement provides; or (b) a sale of the franchise to a qualified third party, administered as a Transfer under Articles 4 and 5.
7.3 The Company shall not terminate the Franchise Agreement for the death or incapacity itself. Termination during the succession period in Article 7.2 requires independent cause under the Franchise Termination Policy, arising from the interim operation and not from the death or incapacity.
7.4 Interim management under Article 7.2 shall operate the Franchised Business to the brand standards in the Franchise Brand Standards Policy and shall keep all amounts payable under the Franchise Agreement current during the succession period.
Article 8: Liability
8.1 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.
8.2 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).
8.3 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.
8.4 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 9: Indemnification
9.1 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, including a Transfer made without consent; (b) the operation of the Franchised Business, including the acts and omissions of the Franchisee's employees and agents, and, after a consented Transfer, the corresponding operation by the Transferee as Franchisee; (c) a statement by the transferor to the Transferee concerning earnings, sales, revenue, or profitability that the Franchise Disclosure Document does not contain; (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.
9.2 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.
9.3 Survival. This Article survives the termination of this Policy and the closing of a Transfer, as to acts and omissions before the closing.
Article 10: Enforcement and Appeals
10.1 Investigation. The Company may investigate any suspected violation of this Policy, including a suspected undisclosed change of control. The Franchisee shall cooperate with an investigation and shall produce the records this Policy and the Franchise Agreement require the Franchisee to keep, including records of ownership of the Franchisee entity.
10.2 Notice. If the Company determines that the Franchisee has violated this Policy, the Company shall give written notice stating the provision violated and the facts relied on, except where notice would compromise an investigation of fraud, a safety risk, or a legal obligation.
10.3 Opportunity to cure. Where a violation is capable of cure, the Franchisee has ten (10) business days from notice to cure it and to confirm the cure in writing. No cure period applies to a Transfer closed without consent, 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.
10.4 Measures. If a violation is established and is not cured within the period allowed, the Company may, proportionate to the violation: (a) issue a written warning; (b) refuse to recognize a Transfer made without consent; (c) withhold consent under Article 5 until the violation is cured; (d) proceed under the Franchise Termination Policy where the violation is a default under the Franchise Agreement, including an unapproved Transfer; and (e) exercise any other right or remedy available under the Franchise Agreement or at law.
10.5 Appeal. The Franchisee may appeal a measure or a denial of consent under this Article by written notice to legal@aapawz.com within thirty (30) days of the measure or denial, 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. A measure remains in effect during an appeal unless the Company directs otherwise in writing. A dispute concerning consent that is not resolved on appeal is governed by the Franchise Dispute Resolution Policy.
10.6 No waiver by delay. The Company's delay in acting on a violation is not a waiver of the violation or of any later violation of the same kind, and delay in objecting to a change of ownership is not consent to a Transfer.
Article 11: Term and Termination
11.1 This Policy takes effect when the Franchisee enters into the Franchise Agreement and continues for the term of that agreement, unless the Franchise Agreement ends earlier under the Franchise Termination Policy. As to a Transferee, this Policy takes effect on the closing of the consented Transfer.
11.2 Termination of the franchise relationship, the grounds for termination, the cure periods by ground, and the post-termination duties of the Franchisee are governed exclusively by the Franchise Agreement and the Franchise Termination Policy, which are incorporated into this Policy by reference for that subject. This Policy creates no separate right to terminate the Franchise Agreement, except that an unapproved Transfer is a ground stated in that policy.
11.3 The Definitions, Liability, Indemnification, Enforcement and Appeals (for measures taken before termination), Dispute Resolution, and General Provisions Articles of this Policy survive termination.
Article 12: Dispute Resolution
12.1 Any dispute arising out of or relating to this Policy, or to the relationship it governs, 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, including a dispute concerning a denial of consent under Article 5.5.
Article 13: General Provisions
13.1 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 fees or obligations takes effect thirty (30) days after notice; other amendments take effect on posting. An amendment to this Policy does not amend the transfer clause of a signed Franchise Agreement. Continued operation of the Franchised Business after the effective date of an amendment is acceptance of it.
13.2 Notices. Legal notices under this Policy, including a consent request, a consent decision, and a notice under Article 7.1, 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. The Franchisee shall keep the email address in the account current.
13.3 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.
13.4 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.
13.5 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.
13.6 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. An assignment of the Franchise Agreement is a Transfer governed by Article 3. 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.
13.7 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.
13.8 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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