Under the Bens Soft Pretzels agreement, can the franchisee waive any part of the agreement?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
orcement and notwithstanding the availability of an adequate remedy at law, be enforced by specific performance or any other equitable remedy.
- B. Waiver/Integration. No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach. Subject to our rights to modify the Schedules and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
This Agreement together with all schedules, addenda and appendices to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the Franchise Disclosure Document we furnished to you.
- C. Notices. Except as otherwise provided in this Agreement, any notice, demand or communication provided for herein must be in writing and signed by the party serving the same and either delivered personally or by a reputable overnight service or deposited in the United States mail, service or postage prepaid, and if such notice is a notice of default or termination, by registered or certified mail, and addressed as follows:
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- If intended for us, addressed to:
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Ben's Soft Pretzels Franchising Corporation 1119 S. Indiana Avenue Goshen, Indiana 46526
- If intended for you, addressed to you at the address set forth on the Data Sheet or at the Store; or,
in either case, to such other address as may have been designated by written notice to the other party. Notices for purposes of this Agreement will be deemed to have been received if mailed or delivered as provided in this subparagraph.
D. Authority. Any modification, consent, approval, authorization or waiver granted hereunder required to be effective by signature will be valid only if in writing executed by you or, if on behalf of us, in writing executed by our President or one of our authorized Vice Presidents.
- E. References.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to Bens Soft Pretzels' 2025 Franchise Disclosure Document, the franchise agreement generally cannot be waived, altered, or rescinded unless both the franchisee and Bens Soft Pretzels Franchising Corporation agree to it in writing. This protects both parties by ensuring that any changes to the original agreement are documented and mutually agreed upon, preventing unilateral modifications.
However, the Virginia Addendum to the Franchise Disclosure Document specifies an important exception. No statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor. This provision is designed to protect franchisees in Virginia from inadvertently waiving their legal rights.
This means that while the core agreement requires written consent for modifications, certain protections, particularly those related to state franchise laws and reliance on franchisor statements, cannot be waived by the franchisee through standard documents. This ensures franchisees retain recourse against potential misrepresentations or unlawful practices, aligning with common franchise regulations aimed at safeguarding franchisee interests.