Under what circumstances is the Addendum to the Bojangles Individual Franchise Agreement required for Maryland franchisees executed?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
- 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, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, an addendum to the Individual Franchise Agreement is required for Maryland franchisees under specific circumstances. This addendum is executed simultaneously with the Individual Franchise Agreement between Bojangles OPCO, LLC and the franchisee.
The addendum is required if (A) the offer or sale of the franchise was made in Maryland, (B) the franchisee is a resident of Maryland, or (C) the restaurant will be located and/or operated in Maryland. This ensures that Maryland franchise laws are considered and incorporated into the franchise agreement.
Several provisions are specifically added or amended by this addendum to protect the franchisee's rights under Maryland law. These include deferring initial fees until pre-opening obligations are met due to financial assurance requirements by the Maryland Securities Commissioner, clarifying that releases do not apply to liabilities under the Maryland Franchise Registration and Disclosure Law, ensuring that the Maryland Franchise Registration and Disclosure Law governs claims arising under that law, and allowing franchisees to bring lawsuits in Maryland for claims under that law. Furthermore, the addendum clarifies that representations in the agreement do not act as a release, estoppel, or waiver of any liability under Maryland franchise law, reinforcing franchisee protections.