What are the conditions under which Annex Brands may modify the franchise agreement, considering the franchisee's obligations in Item 9?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
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If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the expiration, termination or non-renewal of the Franchise, or the taking of some other action not required hereunder, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by Franchisor is invalid or unenforceable, the prior notice and/or other action required by such law or rule will be substituted for the comparable provisions of this Agreement, and Franchisor will have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to be valid and enforceable.
B. WAIVER OF OBLIGATIONS. Franchisor and Franchisee may by written instrument waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon giving written notice thereof to the other or upon such other effective date stated in the notice of waiver. Any waiver granted by Franchisor will be without prejudice to any other rights Franchisor may have, will be subject to continuing review by Franchisor and may be withdrawn, in Franchisor's sole discretion, effective upon giving Franchisee 30 days' prior written notice of withdrawal.
Franchisor and Franchisee will not be deemed to have waived or impaired any right, power or option reserved by this Agreement (including the right to demand exact compliance with every provision, condition and covenant in this Agreement or to declare any default thereof to be a default and to terminate the Franchise prior to the expiration of its term) by virtue of any custom or practice of the parties at variance with the provisions of this Agreement; any failure, refusal or neglect of Franchisor or Franchisee to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder including any mandatory specification, standard or operating procedure; any waiver, forbearance, delay, failure or omission by Franchisor to exercise any right, power or option, whether of the same, similar or different nature, with respect to other Centers; or the acceptance by Franchisor of any payments due from Franchisee after any default of this Agreement.
- C. FORCE MAJEURE. Neither Franchisor nor Franchisee will be liable for loss or damage or deemed to be in default of this Agreement if its failure to perform its obligations results from: 1) transportation shortages, inadequate supply of equipment, merchandise, supplies, labor, material or energy or the voluntary foregoing of the right to acquire or use any of the foregoing in order to accommodate or comply with the orders, requests, regulations, recommendations or instructions of any federal, state or municipal government or any department or agency thereof; 2) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state, or municipal government or any department or agency thereof; 3) acts of God; 4) fires, strikes, embargoes, war or riot; or 5) any other similar event or cause. Any delay resulting from any of said causes will extend performance accordingly or excuse performance in whole or in part, as may be reasonable, except that said causes will not excuse payments of amounts owed at the time of such occurrence or payment of royalty fees or other fees due to Franchisor or to its affiliates under this Agreement or any other agreements.
- D. INJUNCTIVE RELIEF.
What This Means (2025 FDD)
According to Annex Brands' 2025 Franchise Disclosure Document, the franchise agreement represents the entire understanding between Annex Brands and the franchisee, superseding any prior agreements unless explicitly stated otherwise in the agreement. Generally, modifications to the agreement require a written agreement signed by both the franchisee and an authorized representative of Annex Brands. A waiver, however, only needs to be signed by the party granting the waiver.
Annex Brands retains the right to modify invalid or unenforceable provisions, specifications, standards, or operating procedures to ensure they are valid and enforceable, especially if required by local laws or regulations. In such cases, the prior notice or action required by law will replace the comparable provisions in the agreement. This ensures that the franchise operates in compliance with applicable laws.
Annex Brands and the franchisee can waive or reduce obligations or restrictions through a written instrument, effective upon written notice. However, any waiver granted by Annex Brands is subject to ongoing review and can be withdrawn at their discretion with 30 days' prior written notice to the franchisee. This allows Annex Brands to maintain flexibility in enforcing the agreement while providing franchisees with adequate notice of any changes.
Furthermore, the agreement specifies that Annex Brands' failure to enforce any right or exact compliance with the agreement does not constitute a waiver of those rights. This means Annex Brands can demand strict adherence to the agreement at any time, regardless of past practices. Annex Brands may also condition a franchisee's participation in any program or receipt of system benefits on compliance with the franchise agreement and other related agreements.