For All County franchises, what is the significance of the state-specific addendums attached as Exhibit 'D' to the Disclosure Document?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
| SECTION IN | ||
|---|---|---|
| FRANCHISE | ||
| PROVISION | AGREEMENT | SUMMARY |
| i. Franchisee’s obligations on termination/non-renewal | 23 | Pay us what you owe us; cease using the Marks; and follow our termination procedures; transfer all telephone numbers, clients, and accounts of the Franchise Business to us or our designee; give us all copies of your customer lists; cancel fictitious business names; adhere to the covenant not to compete in the Franchise Agreement. |
| j. Assignment of contract by franchisor | 20.1 | Fully transferable by us. However, no assignment will be made except to an assignee who, in good faith and judgment of the franchisor, is willing and financially able to assume the franchisor’s obligations under the Franchise Agreement. |
| k. “Transfer” by franchisee - | 20.3 | Includes any transfer of ownership. |
| definition | ||
| l. Franchisor approval of transfer by franchisee | 20.2 | Our approval of any transfer is required prior to your transferring the Franchise to a third party. However, will not unreasonably withhold our approval where the proposed transferee meets all our conditions for approval. |
| m. Conditions for franchisor approval of transfer | 20.4 | The proposed transferee must meet our standards as to character, financial resources, and willingness to assume the existing obligations under the Franchise Agreement, sign our then-current form of franchise agreement, and complete training. |
| n. Franchisor’s right of first refusal to | 20.9 | We can match any offer for your Franchise. |
| acquire franchisee’s business | ||
| o. Franchisor’s option to purchase | 23.6 | 60-day option upon termination or expiration. |
| franchisee’s business | ||
| p. Death or disability of franchisee | 20.6 | A replacement Managing Owner must be trained. |
| q. Non-competition covenants | 16.1 | No direct or indirect interest in a Competitive |
| during the term of the franchise | Business. | |
| r. Non-competition covenants after the franchise is terminated or expires | 23.4 | After termination or expiration of the Franchise Agreement, you may not operate a similar type of business for a period of 36 months within your Territory or within 50 miles from the outside perimeter of your Territory |
| s. Modification of the agreement | 25.16 SECTION IN FRANCHISE | Must be in writing. |
| PROVISION | AGREEMENT | SUMMARY |
| t. Integration/merger clause | 25.18 | Only the terms of the Franchise Agreement are binding (subject to applicable state law). Any representations or promises made outside the Disclosure Document and Franchise Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | 25.12 | All disputes resolved by mediation or arbitration except for actions for declaratory or equitable relief, actions in ejectment or for possession of any interest in real or personal property, or actions which by applicable law can’t be arbitrated. This provision is subject to applicable state law. |
| v. Choice of forum | 25.14 | Applicable law is that of the State of Florida, unless superseded by state law. State specific appendices are attached to the Franchise Agreement, and state specific addendums to the Disclosure Document are attached as Exhibit “D”. This provision is subject to APPLICABLE state law. |
| w. Choice of law | 25.13 SECTION IN | Florida, except for arbitration which is covered by the Federal Arbitration Act. |
Source: Item 19 — Financial Performance Representations (FDD pages 34–38)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, state-specific addendums are attached as Exhibit “D” to the document. These addendums, along with state-specific appendices to the Franchise Agreement, address how applicable state laws may supersede certain provisions of the standard agreement. Specifically, the FDD notes that provisions regarding choice of law and choice of forum are subject to applicable state law, and these are detailed in Exhibit D.
For a prospective All County franchisee, this means that the terms of the franchise agreement can be modified or interpreted differently based on the state in which the franchise operates. For example, dispute resolution, which generally involves mediation or arbitration in Florida (the franchisor's home state), might be subject to different rules or limitations depending on the franchisee's state. Similarly, while Florida law typically governs the agreement, state-specific addendums could introduce exceptions or modifications to comply with local regulations.
It is crucial for potential All County franchisees to carefully review Exhibit D and any state-specific appendices to fully understand their rights and obligations within their particular state. This ensures that franchisees are aware of any deviations from the standard franchise agreement and how local laws may impact their business operations and legal recourse. Consulting with a legal professional experienced in franchise law within the relevant state is highly recommended to navigate these state-specific nuances effectively.