Does the Advanced Mobile Iv And Amiv agreement supersede all prior agreements?
Advanced_Mobile_Iv_And_Amiv Franchise · 2023 FDDAnswer from 2023 FDD Document
ign the documents. If you are a corporation or limited liability company or other entity, all shareholders or members and all officers will personally guarantee your faithful performance.
You will assure that each of your owners, shareholders, general partners, members, directors, officers, managers, employees, consultants, distributors and agents will not compete with us; will not attempt to divert customers to competing businesses; will not induce the employees of us or of our franchisees to leave their employment; and will keep, preserve, and protect confidential information as required by this Agreement.
9.7 Construction.
A. Entire Agreement. This document, including any schedules and exhibits attached to this Agreement and the documents referred to in this Agreement, will be construed together and constitute the entire agreement between the parties. It supersedes all prior or contemporaneous agreements, understandings, communications and negotiations, whether written or oral, with respect to the subject matter of this Agreement. There are no other oral or implied understandings between the parties with respect to the subject matter of this Agreement. Nothing in this Agreement is intended to disclaim the representations we made in the franchise disclosure document that we delivered to you. Except as expressly and otherwise provided in this Agreement, this Agreement may not be modified, nor may any rights be waived or abridged, orally or by course of dealing, but only by a written instrument signed by the parties. The words "this Agreement" include any future modifications unless otherwise suggested by the context. No salesperson, representative, or other person has the authority to bind or obligate us in any way, except our president at our headquarters by an instrument in writing.
Source: Item 23 — RECEIPTS (FDD pages 54–202)
What This Means (2023 FDD)
According to the 2023 Advanced Mobile Iv And Amiv Franchise Disclosure Document, the franchise agreement, including all attached schedules, exhibits, and referenced documents, constitutes the entire agreement between both parties. This agreement takes precedence over any prior agreements, understandings, communications, and negotiations, whether they were written or oral. The document explicitly states that there are no other oral or implied understandings between Advanced Mobile Iv And Amiv and the franchisee regarding the agreement's subject matter.
This clause is a standard integration clause in franchise agreements. It aims to provide clarity and prevent disputes by ensuring that all terms are consolidated into a single, final agreement. It also protects Advanced Mobile Iv And Amiv from claims based on verbal promises or representations made during negotiations that are not explicitly included in the written contract.
However, the agreement also specifies that nothing within it is intended to disclaim any representations made in the franchise disclosure document (FDD) that Advanced Mobile Iv And Amiv delivered to the franchisee. This is an important exception, as the FDD contains critical information that the franchisee relies upon when making their investment decision. This ensures that Advanced Mobile Iv And Amiv cannot use the integration clause to avoid liability for misrepresentations made in the FDD.
Furthermore, any modifications to the agreement must be made in writing and signed by both parties, preventing informal or verbal changes. This ensures that all changes are documented and agreed upon, providing further clarity and legal certainty. The agreement also clarifies that no salesperson, representative, or other person has the authority to bind or obligate Advanced Mobile Iv And Amiv in any way, except for the president at the headquarters through a written instrument.