factual

What exceptions exist to the governing law of the Alloy franchise agreement?

Alloy Franchise · 2025 FDD

Answer from 2025 FDD Document

or statutory, or as disclaiming reliance on or the right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise.

  1. Except as amended herein, the Franchise Agreement will be construed and enforced in accordance with its terms.

Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.

FRANCHISOR: Alloy Personal Training, LLC FRANCHISEE: [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

ADDENDUM TO THE AREA DEVELOPMENT AGREEMENT REQUIRED FOR THE STATE OF ILLINOIS

This Addendum pertains to franchises sold in the State of Illinois and is for the purpose of complying with Illinois statutes and regulations. Notwithstanding anything which may be contained in the body of the Area Development Agreement to the contrary, the Agreement is amended as follows:

  1. The following sentence is hereby added to the end of Section 3.A, Development Fee:

Due to the financial condition of the Franchisor, the Illinois Attorney General's Office has required a financial assurance. Therefore, we have posted a surety bond which is on file with the Illinois Attorney General's Office. A copy of the surety bond is attached as an exhibit to the Illinois addenda pages.

  1. The first sentence of Section 10.H is deleted in its entirety, and the following is substituted:

Subject to Section 10.N, any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement or the relationship of the parties must be brought in the Illinois federal or state court for the Designated Area in which you are located.

    1. The Acknowledgment Addendum attached to the Area Development Agreement (and specifically stating that it is not for use in the State of Illinois) is unenforceable under Illinois law because it may have the effect of forcing a franchisee to waive or release certain rights that you as a franchisee have under the Illinois Franchise Disclosure Act, 815 IL § 705.
    1. Section 10.G (1) is deleted in its entirety and replaced with the following:

Applicable Law and Waiver. Subject to our rights under federal trademark laws and the parties' rights under the Federal Arbitration Act in accordance with Section 15.01 of this Agreement, the parties' rights under this Agreement, and the relationship between the parties is governed by, and will be interpreted in accordance with, the laws (statutory and otherwise) of Illinois.

Source: Item 23 — RECEIPTS (FDD pages 69–245)

What This Means (2025 FDD)

According to Alloy's 2025 Franchise Disclosure Document, the franchise agreement is subject to certain state-specific addenda that modify the governing law. For franchisees in Illinois, the addendum specifies that, subject to Section 10.N, any legal action related to the agreement must be brought in Illinois federal or state court within the Designated Area where the franchisee is located. Additionally, the addendum states that the parties' rights under the agreement will be governed by Illinois law, subject to federal trademark laws and the Federal Arbitration Act.

For franchisees in Minnesota, the FDD includes an addendum to comply with Minnesota statutes and regulations. This addendum states that Minnesota law provides franchisees with certain termination and nonrenewal rights, requiring that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the franchise agreement, except in certain specified cases, as of the date of the Franchise Agreement, Minn. Stat. Sec. 80C.14, Subd. 3, 4 and 5.

These addenda highlight that while the franchise agreement has standard terms, state laws can impose additional requirements or modify certain provisions to protect franchisees. Prospective Alloy franchisees should carefully review any state-specific addenda to understand their rights and obligations under the franchise agreement in their particular state.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.