If a term in the agreement is unclear, which agreement's definition takes precedence for an Aerus franchise: the Franchise Agreement or the Asset Purchase Agreement?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
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- Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
This Addendum is being entered into in connection with the Franchise Agreement. In the event of any conflict between this Addendum and the Franchise Agreement, the terms and conditions of this Addendum shall apply.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
Based on the 2025 Aerus Franchise Disclosure Document, an addendum to the Franchise Agreement takes precedence over the Franchise Agreement in the event of a conflict. Specifically, if any capitalized terms are not defined in the addendum, then the definition provided in the Franchise Agreement will be used.
This means that if there's a disagreement about what a specific term means, the addendum's definition will be the deciding factor, if it is defined there. If the addendum doesn't define the term, then the Franchise Agreement's definition will be used. This clause aims to provide clarity and avoid disputes over the interpretation of the agreement.
This type of clause is common in franchising to ensure that any modifications or additions to the original agreement are given priority. It is important for a prospective Aerus franchisee to carefully review all addenda along with the Franchise Agreement to understand their rights and obligations fully. Franchisees should pay close attention to defined terms in both documents.