Is there a specific format required for the 'STATE OF' section in the Alloy franchise agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
s concerning franchising of the State of Minnesota, provided, that this part will not bar the voluntary settlement of disputes.
No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law 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.
ADDENDUM TO THE FRANCHISE AGREEMENT REQUIRED FOR MINNESOTA FRANCHISEES
This Addendum pertains to franchises sold in the State of Minnesota and is for the purpose of complying with Minnesota statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement is amended as follows:
-
- We will undertake the defense of any claim of infringement by third parties involving the ALLOY Trademark, and you will cooperate with the defense in any reasonable manner prescribed by us with any direct cost of such cooperation to be borne by us.
-
- Minnesota law provides franchisees with certain termination and nonrenewal rights. As of the date of this Franchise Agreement, Minn. Stat. Sec. 80C.14, Subd. 3, 4 and 5 require, except in certain specified cases, 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.
-
- The following sentence is hereby added to the end of Section 9.A, Initial Franchise Fee:
Due to the financial condition of the Franchisor, the Minnesota Department of Commerce has required a financial assurance. Therefore, we have posted a surety bond which is on file with the State of Minnesota. A copy of the surety bond is attached as an exhibit to the Minnesota addenda pages.
-
- Section 16.I is modified to reflect that Minn. Stat. Sec. 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside of Minnesota. To the extent the Franchise Agreement requires litigation to be conducted outside of Minnesota, such provision is void.
-
- Section 16.J is hereby deleted in its entirety.
-
- No release language set forth in the Franchise Agreement shall relieve Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Minnesota, provided, that this part will not bar the voluntary settlement of disputes.
-
- No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law 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.
-
- 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:
ADDENDUM TO THE AREA DEVELOPMENT AGREEMENT REQUIRED FOR THE STATE OF MINNESOTA
This Addendum pertains to franchises sold in the State of Minnesota and is for the purpose of complying with Minnesota 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:
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, the franchise agreement may be modified by state-specific addenda to comply with state laws and regulations. For instance, an addendum to the franchise agreement is required for Minnesota franchisees. This addendum modifies sections of the franchise agreement to comply with Minnesota statutes, addressing aspects such as defense against trademark infringement claims, franchisee termination and nonrenewal rights, financial assurances like surety bonds, litigation restrictions, and waivers of liability.
Additionally, Alloy provides a rider to the Franchise Disclosure Document, Franchise Agreement, and Area Development Agreement for franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. This rider includes a clause ensuring that no statement or acknowledgment signed by a franchisee waives claims under state franchise law or disclaims reliance on franchisor statements.
These state-specific addenda and riders indicate that the 'STATE OF' section in the Alloy franchise agreement is not a standardized format but rather a set of modifications and additions necessary to comply with the specific legal requirements of each state where Alloy franchises are sold. Therefore, the format and content of this section will vary depending on the state in question. A prospective franchisee should carefully review any state-specific addenda applicable to their location to understand their rights and obligations fully.