How are modifications to the Bang Cookies franchise agreement applied geographically?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
ubarticle contains a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law will control.
- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this amendment.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Hawaii State amendment to the Bang Cookies Franchise LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: Bang Cookies Franchise LLC Franchisee: | |
|---|---|
| Signature | Signature |
| Name and Title (please print) | Name (please print) |
| Dated | Dated |
ILLINOIS FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the Bang Cookies Franchise Agreement
In recognition of the requirements of the Illinois Franchise Disclosure Act, 815 ILCS 705/1 to 705/45, and Ill. Admin. Code tit. 15, §200.100 et seq., the undersigned agree to the following modifications to the 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:
- Article 18.F. of the Franchise Agreement, and if Franchisee executes a Development Agreement, Article 7.5 of the Development Agreement, under the heading "Governing Law", shall be amended by the addition of the following statement added after the end of the last sentence of Article 18.F. of the Franchise Agreement and Article 7.5 of the Development Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void
- 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 after the end of the last sentence of Article 18.G. of the Franchise Agreement and Article 7.6 of the Development Agreement:
Illinois Addendum: Illinois law governs the agreements between the parties to this franchise.
Section 4 of the Illinois Franchise Disclosure Act Provides that any provision in a Franchise Agreement that designates jurisdiction or venue outside the State of Illinois is void. However, a Franchise Agreement may provide for arbitration in a venue outside Illinois.
Your rights upon termination and non-renewal of a Franchise Agreement are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Section 41 of the Illinois Franchise Disclosure Act Provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act, or any other law of Illinois is void.
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- Article 18.K of the Franchise Agreement, and if Franchisee executes a Development Agreement,
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- Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act (815 ILCS 705/1 to 705/45) are met independently without reference to this amendment.
No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise 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.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, modifications to the franchise agreement are applied geographically based on the location of the franchise. The document includes specific amendments tailored to comply with the franchise laws of certain states. For instance, there are specific amendments for Illinois, North Dakota, Hawaii, Wisconsin and New York, addressing issues such as governing law, franchisee rights upon termination and non-renewal, non-compete clauses, jurisdiction, and waivers of certain legal rights. These amendments are applicable only if the franchisee is a resident of or the Bang Cookies shop is located within the specified state.
For example, the Illinois Franchise and Development Agreement Amendment modifies the standard Bang Cookies Franchise Agreement to comply with the Illinois Franchise Disclosure Act. This includes stipulations that Illinois law governs the agreement and that any provision designating jurisdiction or venue outside of Illinois is void, although arbitration outside Illinois is permitted. Similarly, the North Dakota Franchise Agreement Amendment addresses issues such as general releases upon renewal, consent to termination or liquidated damages, non-compete covenants, jurisdiction of courts, and waivers of trial by jury, ensuring compliance with the North Dakota Franchise Investment Law.
The Hawaii Franchise Agreement Amendment focuses on the Hawaii Franchise Investment Law, particularly concerning non-renewal, termination, and transfer of the franchise agreement. It ensures that the rights and causes of action arising from the Hawaii Franchise Investment Law remain in force, overriding any inconsistent provisions in the standard agreement. The Wisconsin FDD Amendment notes that the Wisconsin Fair Dealership Law may affect the termination provision of the Franchise Agreement. For New York, the FDD states that nothing in the agreement should be considered a waiver of any right conferred upon franchisee by New York General Business Law, Sections 680-695.
This approach ensures that Bang Cookies franchises comply with the specific legal requirements of different states, providing franchisees with the protections mandated by local laws. Prospective franchisees should carefully review the state-specific amendments applicable to their location to understand their rights and obligations under the franchise agreement.