On whom is the Amorino agreement binding?

eet, unless and until a different address has been designated by written notice to the other party.

21. CONSTRUCTION

A. Entire Agreement. This Agreement, the Data Sheet and all exhibits to this

Agreement represent the complete and fully integrated agreement between you and us concerning the subject matter of this Agreement and supersede all prior agreements, negotiations, representations, and covenants, whether oral or written. The Manual is hereby incorporated into this Agreement by reference. Notwithstanding the foregoing, nothing in this Agreement shall disclaim or require you to waive reliance on any representation that Amorino made in the Franchise Disclosure Document (including its exhibits and amendments) that Amorino delivered to you in connection with this franchise offering. Except for those changes permitted to be made unilaterally by Amorino under this Agreement (including changes made to the Manual from time to time), no addendum, amendment, change or variance from this Agreement shall be binding on Amorino or you unless mutually agreed to in writing by Amorino and you and executed by our and your authorized officers or agents.

B. Approvals and Waivers.

• (1) Whenever this Agreement requires our approval or consent, you shall make a timely written request to us in advance, and you must obtain that approval or consent in writing. We make no warranty or guarantee on which you can rely, and assume no liability or obligation to you, by providing any waiver, approval, consent or suggestion to you in connection with this Agreement, or by reason of any neglect, delay or denial of any request for any waiver, approval or suggestion.
• (2) No waiver or modification of this Agreement or of any covenant, condition, or limitation contained in this Agreement shall be valid unless the same is made in writing and duly executed by the party to be charged therewith, nor shall any evidence of any waiver or modification be offered or received in evidence in any proceeding, mediation, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.
• (3) No failure by either party to exercise any power reserved to it by this Agreement, or to insist upon strict compliance with any obligation or condition hereunder, and no custom or practice of the parties at variance with the terms of this Agreement, shall constitute a waiver of either party's right to demand exact compliance with any of its terms. The acceptance of any late payments due under this Agreement shall not be deemed to be a waiver of any preceding breach of any terms, covenants or conditions of this Agreement except those pertaining to the late payment or payments.
• C. Severability. Except as expressly provided to the contrary in this Agreement, each section, part, term and/or provision of this Agreement shall be considered severable; and if, for any reason, any section, part, term and/or provision herein is determined regulation by a court or agency having valid jurisdiction to be invalid, unenforceable, contrary to, or in conflict with, any existing or future law or, such invalid section, part, term and/or provision shall not impair the operation of, or have any other effect upon, such other portions, sections, parts, terms and/or provisions of this Agreement, and the latter shall continue to be given full force and effect and bind the parties hereto; and said invalid sections, parts, terms and/or provisions shall be deemed not to be part of this Agreement.

• D.

Source: Item 22 — CONTRACTS (FDD pages 80–81)