If a Bojangles franchisee is a resident of Maryland, is the Addendum part of the Franchise Agreement?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Individual Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of Maryland; (B) Franchisee is a resident of the State of Maryland; and/or (C) the Restaurant will be located and/or operated in the State of Maryland.
- 2. Fees. The following sentences are added to the end of Section IV.A:
Based upon Franchisor's securitization and financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all initial fees and payments owed by Franchisee shall be deferred until Franchisor completes its pre-opening obligations under the Franchise Agreement.
3. Releases. The following sentence is added to the end of Sections II.B.(7), VII.B., and XIV.B.(3)(c):
This release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
4. Choice of Law. The following sentence is added to the end of Section XXV.A.:
Notwithstanding the foregoing, the Maryland Franchise Registration and Disclosure Law shall govern any claim arising under that Law.
5. Choice of Venue. The following sentence is added to the end of Section XXV.B.:
Notwithstanding the foregoing, Franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
6. Representations. The following paragraphs are added to the end of Section XXVI:
Section 14-226 of the Maryland Franchise Registration and Disclosure Law prohibits a franchisor from requiring a prospective franchisee to assent to any release, estoppel, or waiver of liability as a condition of purchasing a franchise. Representations in this Agreement are not intended to, nor shall they act as a release, esto
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, if a franchisee is a resident of Maryland, the addendum is an integral part of the franchise agreement. Specifically, the addendum is executed because the offer or sale of the franchise was made in Maryland, the franchisee is a resident of Maryland, and/or the restaurant will be located or operated in Maryland. This indicates that the addendum is not a separate or optional document but a mandatory component of the franchise agreement for Maryland franchisees.
This inclusion ensures that certain protections and considerations specific to Maryland law are incorporated into the franchise agreement. For instance, the addendum modifies sections of the franchise agreement related to releases, choice of law, and choice of venue to ensure compliance with the Maryland Franchise Registration and Disclosure Law. This means that certain standard clauses in the franchise agreement are adjusted to provide Maryland franchisees with rights and remedies available under Maryland law, which might not otherwise be available.
Furthermore, the addendum addresses financial assurances required by the Maryland Securities Commissioner based on Bojangles's financial condition. It stipulates that all initial fees and payments owed by the franchisee will be deferred until Bojangles completes its pre-opening obligations under the Franchise Agreement. This provision offers a degree of financial protection to the franchisee, ensuring they are not required to pay fees upfront before Bojangles fulfills its initial responsibilities. This is a significant benefit for franchisees as it reduces their initial financial risk.
In summary, the addendum serves to tailor the standard Bojangles franchise agreement to comply with Maryland law and to provide specific protections and considerations for franchisees operating in Maryland. It is an essential part of the franchise agreement, ensuring that Maryland franchisees receive the benefits and protections afforded to them under state law.