What state's law governs the Annex Brands franchise agreement?

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Accepted Answer

|  | Provision | Franchise | Summary |
|-----|-----------------------------------------------------------------------------------------------------------------|------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  | Agreement |  |
| (m) | Conditions for our approval of transfer | 13.C to G | We: do not exercise our right of first refusal; Selling franchisee: satisfies all monetary obligations; are in compliance with franchise agreement and all other agreements with us or our affiliates; get lessor's consent to assignment or sublease; sign general release; sign non-compete agreement; give notice of assignment; give notice of offers to purchase and offers to sell; Transferee: meet our standards; sign then-current franchise agreement and related agreements; pay non refundable training and processing fee; pay new center/new owner marketing program deposit; pay any software license transfer fees and obtain required software programs and licenses; complete initial training; Selling franchisee and/or transferee: remodel business, add or delete equipment, change signage and other requirements to current standards, pay then current transfer fee, use the service of an escrow agent, pay escrow fees to escrow agent, and provide copies of escrow information and executed instructions to us. |
| (n) | Our right of first refusal to acquire your business | 13.H | Provide us with copy of written offer; we notify you of our intent to purchase on terms within 30 days. |
| (o) | Our option to purchase your business | Not applicable | Not applicable |
| (p) | Your death or disability | 9.H and 13.D | Franchised business must be transferred to approved person within 6 months; we may operate the business. |
| (q) | Non-competition covenants | 9.H, 16.D and | Cannot divert customers or have any interest in a |
|  | during the term of the franchise | Attachment 11 | competitive business. |
| (r) | Non-competition covenants after transfer, or after the franchise expires, terminates or is not renewed | 13.C, 16.D and Attachment 11 | Cannot divert customers or have any interest in a competitive business within 5-mile radius of franchised business or any of our other franchised businesses for continuous 2-year period. |
| (s) | Modification of the agreement | 17.I | Parties must agree in writing. |
| (t) | Integration/merger clause | 17.I | Only terms of the franchise agreement, including its attachments, are binding (subject to state law). Any representations or promises outside of this disclosure document and the franchise agreement may not be enforceable. |
| (u) | Dispute resolution by arbitration or mediation | 17.H | All disputes, except disputes involving trademark claims or claims for injunctive relief, must be arbitrated. |
| (v) | Choice of forum | 17.H | San Diego, California (subject to state law). |
| (w) | Choice of law | 17.H | California law applies, except the law of the state where your retail center is located will apply to your obligations under Subsection 16.D of the franchise agreement (subject to state law). |

Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 71–74)

What state's law governs the Annex Brands franchise agreement?

Answer from 2025 FDD Document

What This Means (2025 FDD)

	Provision	Franchise	Summary
		Agreement
(m)	Conditions for our approval of transfer	13.C to G	We: do not exercise our right of first refusal; Selling franchisee: satisfies all monetary obligations; are in compliance with franchise agreement and all other agreements with us or our affiliates; get lessor's consent to assignment or sublease; sign general release; sign non-compete agreement; give notice of assignment; give notice of offers to purchase and offers to sell; Transferee: meet our standards; sign then-current franchise agreement and related agreements; pay non refundable training and processing fee; pay new center/new owner marketing program deposit; pay any software license transfer fees and obtain required software programs and licenses; complete initial training; Selling franchisee and/or transferee: remodel business, add or delete equipment, change signage and other requirements to current standards, pay then current transfer fee, use the service of an escrow agent, pay escrow fees to escrow agent, and provide copies of escrow information and executed instructions to us.
(n)	Our right of first refusal to acquire your business	13.H	Provide us with copy of written offer; we notify you of our intent to purchase on terms within 30 days.
(o)	Our option to purchase your business	Not applicable	Not applicable
(p)	Your death or disability	9.H and 13.D	Franchised business must be transferred to approved person within 6 months; we may operate the business.
(q)	Non-competition covenants	9.H, 16.D and	Cannot divert customers or have any interest in a
	during the term of the franchise	Attachment 11	competitive business.
(r)	Non-competition covenants after transfer, or after the franchise expires, terminates or is not renewed	13.C, 16.D and Attachment 11	Cannot divert customers or have any interest in a competitive business within 5-mile radius of franchised business or any of our other franchised businesses for continuous 2-year period.
(s)	Modification of the agreement	17.I	Parties must agree in writing.
(t)	Integration/merger clause	17.I	Only terms of the franchise agreement, including its attachments, are binding (subject to state law). Any representations or promises outside of this disclosure document and the franchise agreement may not be enforceable.
(u)	Dispute resolution by arbitration or mediation	17.H	All disputes, except disputes involving trademark claims or claims for injunctive relief, must be arbitrated.
(v)	Choice of forum	17.H	San Diego, California (subject to state law).
(w)	Choice of law	17.H	California law applies, except the law of the state where your retail center is located will apply to your obligations under Subsection 16.D of the franchise agreement (subject to state law).