Under what conditions is the Addendum to the Bojangles Development Agreement required for Maryland franchisees executed?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
- 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Development Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Developer was made in the State of Maryland; (B) Developer is a resident of the State of Maryland; and/or (C) the Assigned Area will be located in the State of Maryland.
- 2. Development Fees. The following sentences are added to the end of Section II.A:
Based upon Franchisor's securitization and financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all development fees and initial payments by Developer shall be deferred until the first Restaurant developed under the Development Agreement opens.
3. Releases. The following sentence is added to the end of Sections VI.G. and IX.B.(2)(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 XVI.B.:
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 XVI.C.:
Notwithstanding the foregoing, Developer 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 XVII:
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 Bojangles Development Agreement is required for Maryland franchisees under specific conditions. This addendum is executed simultaneously with the Development Agreement when the offer or sale of a franchise is made in Maryland, the developer is a resident of Maryland, or the assigned area for development is located in Maryland.
This addendum modifies certain aspects of the standard Development Agreement to comply with Maryland franchise law. Specifically, it addresses development fees, releases, choice of law, and choice of venue. The addendum stipulates that all development fees and initial payments are deferred until the first restaurant developed under the agreement opens, due to requirements by the Maryland Securities Commissioner related to financial assurance.
Additionally, the addendum includes provisions ensuring that releases signed by the developer do not waive liabilities under the Maryland Franchise Registration and Disclosure Law. It also specifies that this law governs any claims arising under it, and allows the developer to bring lawsuits in Maryland for such claims, regardless of any conflicting provisions in the standard agreement. These modifications are designed to protect the rights of Bojangles franchisees in Maryland and ensure compliance with state regulations.