Does the Washington Addendum modify all related agreements for a Best Brains franchise, regardless of contrary information?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 42)
What This Means (2025 FDD)
According to the 2025 Best Brains Franchise Disclosure Document, the Washington Addendum does indeed modify the Franchise Disclosure Document, the franchise agreement, and all related agreements, irrespective of any conflicting information contained within those documents. This addendum is applicable if the franchise offer is accepted in Washington, if the purchaser is a Washington resident, or if the franchised business is to be located or operated in Washington.
This means that if a prospective Best Brains franchisee meets any of the aforementioned conditions related to Washington, the terms outlined in the Washington Addendum will take precedence over any contradictory terms in the standard franchise agreement or related documents. This is a crucial point for potential franchisees to understand, as it ensures that the franchise agreement complies with Washington state law.
Several specific provisions within the franchise agreement are subject to modification or supersedence by Washington law. These include the franchisor's business judgment, indemnification clauses, attorneys' fees, noncompetition covenants, nonsolicitation agreements, questionnaires and acknowledgments, prohibitions on communicating with regulators, and general releases. For example, any provision requiring the franchisee to indemnify Best Brains for losses caused by Best Brains's own negligence or misconduct is modified to remove that obligation. Similarly, noncompetition covenants are subject to specific earnings thresholds for employees and independent contractors, as defined by Washington law.
Prospective Best Brains franchisees in Washington should carefully review the Washington Addendum in conjunction with the standard franchise agreement to fully understand their rights and obligations under Washington law. It is also advisable to seek legal counsel to ensure a comprehensive understanding of the implications of these modifications.