What is the intent of the non-waiver provisions related to the Maryland Franchise Registration and Disclosure Law in the Bang Cookies Franchise Agreement?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
e relationship shall have the effect of: (i) waiting any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Illinois amendment to the Bang Cookies Franchise LLC Franchise Agreement and, if applicable, the Development Agreement on the same date as the Franchise Agreement and Development Agreement were, respectively, executed.
| Franchisor: Franchisee: Bang Cookies Franchise LLC | ||
|---|---|---|
| Signature | Signature | |
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
MARYLAND FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the Bang Cookies Franchise Agreement
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, the parties to the attached Bang Cookies Franchise LLC Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the Bang Cookies Franchise LLC Multi-Unit Development Agreement (the "Development Agreement"), as follows:
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- Article 14.C of the Franchise Agreement, under the heading "Conditions for Approval of Transfer," subarticle 14.C(6) is supplemented with the addition of the following language:
- ; provided, however, that all rights and causes of action arising in favor of Franchisee from the provisions of the Maryland Franchise Registration and Disclosure Law and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of the Maryland Franchise Registration and Disclosure Law be satisfied.
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- Article 15.B. of the Franchise Agreement, under the heading "Conditions for Renewal," the subarticle 15.B(8) is supplemented with the addition of the following language:
- ; provided, however, that all rights and causes of action arising in favor of Franchisee from the provisions of the Maryland Franchise Registration and Disclosure Law and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of the Maryland Franchise Registration and Disclosure Law be satisfied.
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- Article 18.G. of the Franchise Agreement and, if Franchisee executes a Development Agreement, Article 7.6 of the Development Agreement, under the heading "Choice of Law, Non-Binding Mediation, Binding Arbitration, and Consent to Jurisdiction," shall be amended by the addition of the following statement added to Article 18.G. of the Franchise Agreement and Article 7.6 of the Development Agreement:
- A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
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- Article 18.I. of the Franchise Agreement and, if Franchisee executes a Development Agreement, Article 7.8 of the Development Agreement, under the heading "Limitations of Claims," shall be amended by the addition of the following statement added to Article 18.I. of the Franchise Agreement and Article 7.8 of the Development Agreement:
Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.
5.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to the 2024 Bang Cookies Franchise Disclosure Document, the Maryland Franchise and Development Agreement Amendment ensures that the non-waiver provisions of the Maryland Franchise Registration and Disclosure Law are satisfied. This means that franchisees do not unintentionally waive their rights and protections under Maryland law simply by signing the franchise agreement.
Specifically, the amendment supplements several articles of the Bang Cookies Franchise Agreement to reinforce this intent. Article 14.C, concerning conditions for transfer approval, and Article 15.B, regarding conditions for renewal, are both amended to state that all rights and causes of action arising in favor of the franchisee under the Maryland Franchise Registration and Disclosure Law remain in effect. This prevents any clause in these articles from being interpreted as a waiver of the franchisee's rights under Maryland law.
Additionally, Article 18.G, which deals with choice of law, mediation, arbitration, and jurisdiction, is amended to allow a franchisee to bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Article 18.I is amended to clarify that any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise. Furthermore, a new subarticle 18.Z is added to state that nothing in the agreement should be considered a waiver of any right conferred upon the franchisee by the Maryland Franchise Registration and Disclosure Law. The amendment also clarifies that general releases required for renewal, sale, assignment, or transfer do not apply to liabilities under the Maryland Franchise Registration and Disclosure Law.
In practical terms, these amendments provide Bang Cookies franchisees in Maryland with assurance that their rights under state law are protected throughout the duration of the franchise agreement. They can pursue legal action and seek remedies under the Maryland Franchise Registration and Disclosure Law without fear of being blocked by clauses within the franchise agreement that might otherwise be interpreted as a waiver of those rights. This is a significant benefit for franchisees, as it ensures they have recourse in case of disputes or violations of the law.