Is a release of claims required from all parties involved in a Beyond Juicery Eatery franchise transfer?

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of the Washington Franchise Investment Protection Act, Washington Rev Code §§19.100.010 – 19.100.940, the Area Development Agreement for Beyond Juicery + Eatery Franchising, LLC is amended as follows:
  • The Washington Franchise Investment Protection Act provides you rights concerning non-renewal and termination of the Area Development Agreement. If the Agreement contains a provision that is inconsistent with the Act, the Act shall control.
  • Section 8 requires you to sign a general release as a condition of renewal or transfer. Such release shall exclude claims arising under the Washington Franchise Investment Protection Act.
  • Section 19 requires litigation or arbitration to be conducted in the State of Washington; the requirement shall not limit any rights you may have under the Washington Franchise Investment Protection Act to bring suit in the State of Washington.
  • Provisions such as those that unreasonably restrict or limit the statute of limitations period for claims under the Act, or restrict or limit rights or remedies available to you under the Act, such as a waiver of the right to a jury trial, may not be enforceable.
  • Transfer fees are collectable to the extent that they reflect Franchisor's reasonable estimated or actual costs in effecting a transfer.
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Washington Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any Terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the Terms of this Addendum shall govern.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its terms.

BEYOND JUICERY + EATERY FRANCHISING, LLC YOU

ADDENDUM TO AREA DEVELOPMENT AGREEMENT FOR BEYOND JUICERY + EATERY FRANCHISING, LLC FOR THE STATE OF WISCONSIN

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, Md Code Ann, Bus Reg §§14-201-14-233, the Franchise Agreement for BEYOND JUICERY + EATERY FRANCHISING, LLC is amended as follows:
  • Sections 13.02 and 16.09 require you to sign a general release as a condition of renewal or transfer of the Franchise. Such release shall exclude claims arising under the Maryland Franchise Registration and Disclosure Law.
  • Section 15.01, which terminates the Franchise Agreement upon your bankruptcy, may not be enforceable under federal bankruptcy law (11 USC Section 101, et. seq).
  • Section 23.02 require litigation or arbitration to be conducted in the State of our principal place of business; the requirement shall not limit any rights you may have under the Maryland Franchise Registration and Disclosure Law to bring suit in the State of Maryland.
  • Any Section of the Franchise Agreement requiring you to assent to any release, estoppel or waiver of liability as a condition of purchasing the Franchise are not intended to, nor shall they act as a, release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
• 1. Any portion of the Franchise Agreement which requires prospective Franchise Owners to disclaim the occurrence and/or acknowledge the non-occurrence of acts would constitute a violation of the Maryland Franchise Registration and Disclosure Law. Any such representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Franchise Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of the General Business Laws of the State of New York, Article 33, §§ 680 through 695, the Area Development Agreement for Beyond Juicery + Eatery Franchising, LLC is amended as follows:
  • Section 8 requires you to sign a general release as a condition of renewal, transfer. Such release shall exclude claims arising under the General Business Laws.
  • Under Section 8, Franchisor shall not transfer and assign its rights and obligations under the Area Development Agreement unless the transferee will be able to perform Franchisor's obligations under the Area Development Agreement, in Franchisor's good faith judgment, so long as it remains subject to the General Business Laws of the State of New York.
  • Section 13 is amended to provide that you will not be required to indemnify Franchisor for any liability imposed upon Franchisor as a result of your reliance upon or use of procedures or products that were required by Franchisor, if such procedures or products were utilized by you in the manner required by Franchisor.
  • 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the New York Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its Terms.

BEYOND FRANCHISIN JUICERY IG, LLC + EATERY YOU

FOR THE STATE OF NORTH DAKOTA

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of the Hawaii Franchise Investment Law, Hawaii Revised Statutes, Title 26, Chapter 482E et. seq, the Area Development Agreement for Beyond Juicery + Eatery Franchising, LLC is amended as follows:
  • The Hawaii Franchise Investment Law provides you rights concerning nonrenewal, termination and transfer of the Franchise Agreement. If the Agreement, and more specifically Sections 10 and 19 contain a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law will control.
  • Section 8 requires Developer to sign a general release as a condition of renewal or transfer of the Franchise. Such release shall exclude claims arising under the Hawaii Franchise Investment Law.
  • Section 10, which terminates the Area Development Agreement upon the bankruptcy of Developer, may not be enforceable under federal bankruptcy law (11 USC Section 101, et. seq).
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its Terms.

BEYOND FRANCHISIN JUICERY IG, LLC + EATERY YOU

ADDENDUM TO AREA DEVELOPMENT AGREEMENT FOR BEYOND JUICERY + EATERY FRANCHISING, LLC FOR THE STATE OF ILLINOIS

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of The Rhode Island Franchise Investment Act §19-28.1-14, the Franchise Agreement for BEYOND JUICERY + EATERY FRANCHISING, LLC is amended as follows:
  • Sections 13.02 and 16.09 require you to sign a general release as a condition of renewal, or transfer. Such release shall exclude claims arising under The Rhode Island Franchise Investment Act.
  • Sections 23.02 and 23.09 are amended to state that restricting jurisdiction or venue to a forum outside the State of Rhode Island or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under The Rhode Island Franchise Investment Act.
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Rhode Island Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Franchise Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum, and understands and consents to be bound by all of its terms.

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of The Rhode Island Franchise Investment Act §19-28.1-14, the Area Development Agreement for Beyond Juicery + Eatery Franchising, LLC is amended as follows:
  • Section 8 requires you to sign a general release as a condition of renewal, or transfer. Such release shall exclude claims arising under The Rhode Island Franchise Investment Act.
  • Sections 19 is amended to state that restricting jurisdiction or venue to a forum outside the State of Rhode Island or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under The Rhode Island Franchise Investment Act.
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Rhode Island Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its terms.

BEYOND FRANCHISIN JUICERY NG, LLC + EATERY YOU

FOR THE COMMONWEALTH OF VIRGINIA

Date: ______________________________

[Item 23: RECEIPTS]

FOR THE STATE OF NEW YORK

The BEYOND JUICERY + EATERY FRANCHISING, LLC Franchise Agreement between ____________________ ("Franchisee" or "You") and BEYOND JUICERY + EATERY FRANCHISING, LLC, a Michigan Corporation ("Franchisor," "we" or "us") dated Franchise Agreement Date (the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Agreement (the "Amendment"):

• 1. In recognition of the requirements of the General Business Laws of the State of New York, Article 33, §§ 680 through 695, the Franchise Agreement for BEYOND JUICERY + EATERY FRANCHISING, LLC is amended as follows:
  • Sections 13.02 and 16.09 require you to sign a general release as a condition of renewal, transfer. Such release shall exclude claims arising under the General Business Laws.
  • Under Section13.01, Franchisor shall not transfer and assign its rights and obligations under the Franchise Agreement unless the transferee will be able to perform Franchisor's obligations under the Franchise Agreement, in Franchisor's good faith judgment, so long as it remains subject to the General Business Laws of the State of New York.
  • Section 17 is amended to provide that you will not be required to indemnify us for any liability imposed upon us as a result of your reliance upon or use of procedures or products that were required by us, if such procedures or products were utilized by you in the manner required by us.
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the New York Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Franchise Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum, and understands and consents to be bound by all of its terms.

[Item 23: RECEIPTS]

• 1. In recognition of the requirements of the California Franchise Investment Law, Cal Corp Code §§31000-31516 and the California Franchise Relations Act, Cal Bus And Prof Code §§20000- 20043, the Franchise Agreement for BEYOND JUICERY + EATERY FRANCHISING, LLC is amended as follows:
  • The California Franchise Relations Act provides you rights concerning termination or non-renewal of the Franchise Agreement, which may supersede provisions in the Franchise Agreement, specifically Sections 13 and 16.
  • Section 15.01, which terminates the Franchise Agreement upon your bankruptcy, may not be enforceable under federal bankruptcy law (11 USC Section 101, et. seq).
  • Section 16.05 contains a covenant not to compete that extends beyond the expiration or termination of the Agreement; this covenant may not be enforceable under California Law.
  • The Franchise Agreement requires litigation to be conducted in a court located outside of the State of California. This provision might not be enforceable for any cause of Action arising under California law.
  • The Franchise Agreement requires application of the laws of a state other than California. This provision might not be enforceable under California law.
  • Section 23 requires binding arbitration. The arbitration will occur at the forum indicated in Section 23.02, with the costs being borne by the non-prevailing party. Prospective Franchise Owners are encouraged to consult legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any provisions of the Franchise Agreement restricting venue to a forum outside of the State of California.
• 1. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Franchise Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.

[Item 23: RECEIPTS]

Landlord acknowledges and agrees that Franchisor's right to exercise its option to accept assignment of the Lease is not contingent upon nor is Franchisor obligated in any manner to cure any default of Franchisee under the Lease.

• B.

Franchisor shall assume all of Franchisee's rights, options, and obligations under the Lease commencing upon the effective date of the assignment and Franchisor shall have the further right to transfer or assign the Lease to another Beyond Juicery + Eatery franchisee without the need to seek consent from Landlord.

Franchisor shall not be liable to Landlord for anything that arose prior to the effective date of the assignment to Franchisor.

If Franchisor assigns the Lease to another Beyond Juicery + Eatery franchisee, Franchisor shall be released from any further liability under the Lease.

Notwithstanding any assignment of the Lease to F

Source: Item 23 — RECEIPTS (FDD pages 60–337)