How can the Annex Brands franchise agreement be modified?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchise Agreement and any document signed in connection with the franchise are supplemented with the following language:
Name/Title: Name/Title: ANNEX BRANDS, INC. Name/Title:
NORTH DAKOTA STATE RIDER TO FRANCHISE AGREEMENT
Precedence and Defined Terms.
This Rider is an integral part of, and is incorporated into, the Franchise Agreement.
Nevertheless, this Rider supersedes any inconsistent or conflicting provisions of the Franchise Agreement.
Terms not otherwise defined in this Rider have the meanings as defined in the Agreement.
Refund of Initial Fee.
Subparts A(3)(a), A(3)(b) and A(3)(c) in Section 8 of the Franchise Agreement is modified to state that any release required to be signed in connection with refund of the initial franchise fee under the Subparts will not apply to any claims arising under the North Dakota Franchise Investment Law.
Transfer.
[Item 22: Contracts]
| As an inducement to Annex Brands, Inc., a California corporation ("Franchisor"), to enter into that certain franchise agreement with an effective date of ("Agreement") by and between Franchisor and |
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| ("Franchisee"), I/we, as personal guarantor(s) (each a "Guarantor"), jointly and severally, |
| absolutely and unequivocally, personally guarantee the performance by Franchisee of all |
| obligations of Franchisee to Franchisor under, or arising out of, the Agreement, and all other |
| agreements signed between Franchisor or any of Franchisor's affiliates ("Other Agreements"), and |
| agree to perform those obligations should Franchisee be unable to perform. The obligations |
| assumed under this Continuing Personal Guarantee are not transferable. |
| Should the time or manner of payment of any amounts owed by Franchisee to Franchisor |
| or any of Franchisor's affiliates change or should any obligation of Franchisee to Franchisor or |
| any of Franchisor's affiliates be modified, such action will not affect the liabilities of Guarantor in |
| any manner. |
| Guarantor agrees to become bound by, and participate in, any judicial proceedings or |
| arbitration proceedings brought by Franchisor or any of Franchisor's affiliates to enforce the |
| Agreement or Other Agreements and this Continuing Personal Guarantee. |
| Guarantor will pay reasonable attorneys' fees and all other costs and expenses, which may |
| be incurred by Franchisor or any of Franchisor's affiliates through appeal in the enforcement of |
| this Continuing Personal Guarantee. |
| This is a continuing personal guarantee and it will remain in full force until all obligations |
| of Franchisee to Franchisor under the Agreement or Other Agreements are fully performed. |
| Should any one or more provisions of this Continuing Personal Guarantee be determined |
| to be illegal or unenforceable, all other provisions will nevertheless remain effective. |
| This Continuing Personal Guarantee will inure to the benefit of Franchisor, its affiliates, |
| its successors and assigns, and is intended to bind Guarantor and his/her/their heirs, executors, |
| administrators, successors and assigns. |
| Guarantor, having received a true copy of this Continuing Personal Guarantee, hereby |
| agrees to be bound by its terms. |
| Dated: |
| at |
| (City/State) |
| (Guarantor): |
| (Guarantor): |
| (Guarantor): |
[Item 22: Contracts]
| FOR VALUE RECEIVED, the undersigned ("Assignor") hereby assigns, transfers and sets over unto ANNEX BRANDS, INC., a California corporation ("Assignee"), all of Assignor's right, title and interest as tenant in, to and under that certain lease, a copy of which is attached hereto as Exhibit A (the "Lease"), respecting premises commonly known as (the "Premises"). This Assignment is for collateral purposes only and, except as specified herein, Assignee will have no liability or obligation of any kind whatsoever arising from or in connection with this Assignment or the Lease unless Assignee will take possession of the Premises demised by the Lease pursuant to the terms hereof and will assume the obligations of Assignor thereunder. |
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| Assignor represents and warrants to Assignee that it has full power and authority to assign |
| the Lease and its interest therein and that Assignor has not previously assigned or transferred, and |
| is not otherwise obligated to assign or transfer, any of its interest in the Lease or the Premises |
| demised thereby. |
| On a default by Assignor under the Lease or under that certain Franchise Agreement with |
| an effective date of("Franchise Agreement") between Assignor and |
| Assignee for that certain Center located at the Premises, in the event of a default by Assignor under |
| any document or instrument securing the Franchise Agreement, or on expiration, termination or |
| non-renewal of the Franchise granted in the Franchise Agreement, Assignee will have the right |
| and is hereby empowered to take possession of the Premises demised by the Lease, expel Assignor |
| therefrom, and, in such event, Assignor will have no further right, title or interest in the Lease and |
| will remain liable to Assignee for all past due rents Assignee will be required to pay to Lessor to |
| effectuate the assignment contemplated hereunder. All provisions of the Franchise Agreement |
| remain enforceable, including but not limited to Subsection 16.F, irrespective of whether this |
| Collateral Assignment of Lease is fully executed, implemented or otherwise enforced. |
| Assignor agrees that it will not suffer or permit any surrender, termination, amendment or |
| modification of the Lease without Assignee's prior written consent. Throughout the term of the |
| Franchise, Assignor agrees that it will elect and exercise all options to extend the term of or renew |
| the Lease not less than 30 days before the last day that said option must be exercised, unless |
| Assignee otherwise agrees in writing. On Assignee's failure otherwise to agree in writing, and on |
| failure of Assignee to elect to extend or renew the Lease as aforesaid, Assignor hereby appoints |
| Assignee as its true and lawful attorney-in-fact to exercise such extension or renewal options in |
| the name, place and stead of Assignor for the sole purpose of effecting such extension or renewal. |
| ASSIGNOR: |
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 Annex Brands Franchise Disclosure Document, the franchise agreement can be modified through state riders and supplemental language. For franchisees in California, Hawaii, Indiana, Michigan, New York, Rhode Island, South Dakota, Virginia, and Wisconsin, the franchise agreement and any related documents are supplemented with specific language outlined in a state rider. Similarly, a North Dakota State Rider exists, which supersedes any inconsistent or conflicting provisions of the standard franchise agreement. These riders indicate that certain terms of the franchise agreement may be adjusted to comply with state-specific laws or regulations.
Additionally, the franchise agreement can be modified through a Collateral Assignment of Lease. The franchisee, as the assignor, cannot alter the lease agreement without Annex Brands' prior written consent. The franchisee must also elect to extend or renew the lease term no less than 30 days before the option expires, unless Annex Brands agrees otherwise in writing. If the franchisee fails to do so, Annex Brands is appointed as the attorney-in-fact to exercise such extension or renewal options.
Furthermore, the Continuing Personal Guarantee agreement specifies that if any obligation of the franchisee to Annex Brands is modified, it does not affect the liabilities of the guarantor in any manner. This suggests that while the obligations themselves can be modified, the guarantor's responsibility remains unchanged. These modifications and riders ensure that the franchise agreement remains compliant with local laws and that Annex Brands retains control over key aspects of the franchise operation, such as lease agreements and financial guarantees.