If there are conflicting provisions, which document takes precedence for a Bonchon franchise in Maryland: the Franchise Disclosure Document or the Maryland Addendum?

According to Bonchon's 2025 Franchise Disclosure Document, the Maryland Addendum takes precedence over both the Franchise Disclosure Document and the Franchise Agreement in case of conflicting provisions for franchises offered and sold under Maryland law. This means that if there's a discrepancy between what's written in the FDD or the Franchise Agreement and what's stated in the Maryland Addendum, the terms of the Addendum will be the ones that apply to a Bonchon franchise operating in Maryland. This ensures that the franchise operation complies with Maryland's specific franchise laws.

Several sections of the Franchise Agreement are explicitly modified by the Maryland Addendum. For instance, any general release required as a condition of renewal, sale, or assignment/transfer does not apply to liability under the Maryland Franchise Registration and Disclosure Law. The laws of Maryland can also supersede the Franchise Agreement, especially concerning termination and renewal of the franchise. Furthermore, franchisees can pursue claims in Maryland under the Maryland Franchise Registration and Disclosure Law, with a statute of limitations of three years from the franchise grant.

Certain provisions in the Franchise Agreement, such as those requiring venue to be limited to New York for legal disputes, are deleted for Maryland residents or franchises operating in Maryland. Additionally, waivers and releases within the Franchise Agreement are clarified not to act as a release, estoppel, or waiver of liability under Maryland's franchise laws. These modifications ensure that Bonchon franchisees in Maryland are protected by and can utilize the rights provided under Maryland law, regardless of what the standard Franchise Agreement might state.

Moreover, any statements, questionnaires, or acknowledgments signed by a franchisee cannot waive claims under Maryland franchise law or disclaim reliance on statements made by Bonchon. If any agreement includes questionnaires or acknowledgments contrary to the Statement of Policy Regarding the Use of Franchise Questionnaires and Acknowledgments, adopted by the North American Securities Administrators Association, those questionnaires and acknowledgments will not apply to Maryland franchisees. This comprehensive approach ensures that Maryland franchisees receive the full protection of their state's laws, superseding conflicting terms in the standard franchise documents.