Does the Aunt Millies Bakeries agreement supersede all prior agreements?

According to Aunt Millies Bakeries's 2025 Franchise Disclosure Document, the current agreement, along with the Bill of Sale and any other agreements executed on the same date, constitutes the entire agreement between the parties. Specifically, the agreement supersedes all prior agreements, discussions, negotiations, understandings, representations, conditions, warranties, and covenants related to the subject matter. This means that any previous agreements or understandings are replaced by the terms of the current agreement.

However, there is an important exception to this clause. The Distribution Agreement does not disclaim any express representations made in the Franchise Disclosure Document, its exhibits, and amendments. This ensures that any specific promises or statements made in the FDD remain valid and enforceable, even if they are not explicitly repeated in the Distribution Agreement itself.

This "entire agreement" clause is a standard provision in franchise agreements, designed to provide clarity and prevent disputes based on prior informal understandings. Prospective Aunt Millies Bakeries franchisees should carefully review all documents referenced in the agreement, including the Bill of Sale and the Franchise Disclosure Document, to fully understand their rights and obligations. Any representations made outside of these documents may not be enforceable.