Under what circumstances would a provision in the Alloy Franchise Agreement requiring a disclaimer of acts violating Maryland Franchise Law be considered valid?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
Any provision in the Agreement that requires you to disclaim the occurrence and/or acknowledge the non-occurrence of acts that would constitute a violation of the Maryland Franchise Registration and Disclosure Law is not intended to nor will it act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, any provision within the franchise agreement that compels a franchisee to disclaim or acknowledge acts that could be construed as violations of the Maryland Franchise Registration and Disclosure Law will not be considered valid. This means Alloy cannot enforce any clause that requires a franchisee to deny the occurrence of actions that might breach Maryland's franchise regulations. This protection is specifically designed to prevent franchisees from inadvertently waiving their rights under Maryland law.
This provision ensures that franchisees operating in Maryland retain their legal rights and protections under the Maryland Franchise Registration and Disclosure Law, regardless of any disclaimers they might sign within the franchise agreement. This addendum is crucial for protecting franchisees from potential overreach by Alloy, ensuring they can pursue legal recourse if they believe their rights have been violated under Maryland franchise law.
This stipulation is particularly important in the context of franchise agreements, which often contain complex legal language that may be difficult for franchisees to fully understand. By explicitly stating that such disclaimers are invalid, the addendum provides a clear safeguard for franchisees, reinforcing their ability to claim violations of the Maryland Franchise Registration and Disclosure Law without fear of being bound by potentially misleading or coercive clauses within the agreement.