Does the Washington Addendum supersede any conflicting terms in the Best Brains franchise agreement?

According to the 2025 Best Brains Franchise Disclosure Document, the Washington Addendum takes precedence over conflicting terms within the franchise agreement and related documents. The addendum explicitly states that its provisions are an integral part of and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements, regardless of any contradictory information contained within those documents. This applies if the franchise offer is accepted in Washington, the purchaser is a Washington resident, or the franchised business is located or operated in Washington.

Several specific provisions within the Washington Addendum further clarify this point. For example, any clauses in the franchise agreement that allow the franchisor to use their business judgment may be limited or superseded by Washington state law, which requires parties to deal with each other in good faith. Similarly, any requirement for the franchisee to indemnify Best Brains is modified to exclude losses caused by Best Brains' negligence, misconduct, or fraud. Provisions regarding noncompetition covenants are also subject to limitations under Washington law, particularly concerning employee and independent contractor earnings.

Moreover, the addendum addresses issues such as non-solicitation agreements, questionnaires, acknowledgments, and prohibitions on communicating with regulators, stating that any conflicting terms in the franchise agreement are void and unenforceable in Washington. It also clarifies that franchisees cannot waive claims under state franchise law or disclaim reliance on statements made by Best Brains. These stipulations collectively ensure that Washington state law and the rights of franchisees operating in Washington are protected, overriding any conflicting terms in the standard franchise agreement.