Does the Annex Brands agreement supersede all prior understandings between the parties?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement contains the entire agreement of the parties pertaining to the subject matter hereof, and no prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties not set forth herein will be of any force and effect. Any modifications to this Agreement must be accomplished by a written agreement signed by both parties.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 FDD, the Annex Brands franchise agreement constitutes the entire agreement between the parties involved. This means that once the franchise agreement is signed, it encompasses all understandings, agreements, and representations made previously, whether oral or written.
This clause is standard in franchise agreements to provide clarity and prevent disputes based on prior discussions or promises that are not explicitly included in the written contract. Any prior agreements or promises not included in the signed Annex Brands Franchise Agreement will not be legally binding.
For a prospective Annex Brands franchisee, this provision underscores the importance of carefully reviewing the entire franchise agreement and ensuring that all material terms and conditions are included. It prevents reliance on verbal assurances or preliminary documents that are not incorporated into the final, signed agreement. Any modifications to the agreement must be in writing and signed by both Annex Brands and the franchisee to be valid.