How will the All County Franchise Agreement be construed and enforced, assuming it is not amended?

According to All County's 2025 Franchise Disclosure Document, the Franchise Agreement will generally be construed and enforced according to its terms. However, this is subject to specific amendments outlined in addenda for certain states like California and Maryland. These addenda address issues such as non-compete clauses, governing law, and waivers of liability, particularly concerning state franchise laws and fraud claims.

For instance, the California addendum notes that a covenant not to compete extending beyond the franchise term may not be enforceable under California law, and the application of Florida laws as the governing law may also be unenforceable in California. Similarly, the Maryland addendum modifies certain articles of the Franchise Agreement to comply with Maryland statutes, including provisions related to lawsuits, claim limitations, and waivers of liability under Maryland franchise law.

Furthermore, in both California and Maryland, statements or acknowledgments signed by a franchisee cannot waive claims under state franchise laws or disclaim reliance on statements made by All County or its representatives. These provisions supersede any conflicting terms in other documents executed in connection with the franchise. Therefore, while the Franchise Agreement is generally enforced as written, these state-specific addenda create important exceptions and modifications to protect franchisees' rights under local laws.

All County also requires franchisees to participate in a Reconciliation Assistance Program, with associated fees. The franchisee acknowledges All County's right to access and use franchisee data for business purposes, including royalty calculations and financial performance representations. Franchisees should carefully review these addenda and understand how they modify the original Franchise Agreement in their specific state to ensure they are aware of their rights and obligations.