Does the Alloy Franchise Agreement supersede prior understandings?

According to Alloy's 2025 Franchise Disclosure Document, the Franchise Agreement, along with all schedules, addenda, and appendices, constitutes the entire agreement between Alloy and the franchisee. This agreement supersedes any prior negotiations, understandings, representations, and agreements. However, the Franchise Agreement does not disclaim the representations made by Alloy in the Franchise Disclosure Document (FDD) that was furnished to the franchisee.

This clause is commonly referred to as an integration or 'entire agreement' clause. It means that if a prospective Alloy franchisee was told something during the sales process that is not written into the Franchise Agreement itself, then the franchisee cannot rely on that statement. The only exception is for representations made in the FDD itself. This protects both the franchisee and Alloy by ensuring that the written contract is the final and complete expression of their agreement.

For a prospective Alloy franchisee, this underscores the importance of carefully reviewing the entire Franchise Agreement and its related documents. If there are specific promises or understandings that are important to the franchisee, they must ensure these are included in the written agreement. Verbal assurances or side deals not documented in writing are unlikely to be enforceable. It also highlights the importance of carefully reviewing the FDD and raising any discrepancies or concerns before signing the Franchise Agreement.