Does Section 16.01 of the Software License Agreement relieve Bonchon from liability imposed by Indiana franchising laws?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
INDIANA ADDENDUM TO SOFTWARE LICENSE AGREEMENT
Notwithstanding anything to the contrary set forth in the Software License Agreement, the following provisions will supersede and apply:
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- Article 8 of the Software License Agreement ("Injunction") will not apply to franchises offered and sold in the State of Indiana.
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- Section 16.01 of the Software License Agreement will not relieve the Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Indiana, and the laws of the State of Indiana supersede such provision or New York law if such provision is in conflict with Indiana law.
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- The third sentence of Article 14 of the Software License Agreement ("Limitation of Liability") will not apply to franchises offered and sold in the State of Indiana.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, Section 16.01 of the Software License Agreement does not relieve Bonchon from liability imposed by Indiana franchising laws. Instead, the laws of Indiana supersede Section 16.01 or New York law if there is a conflict between the two. This protection is specifically outlined in the Indiana Addendum to the Software License Agreement.
This addendum ensures that Bonchon franchisees in Indiana are protected by Indiana's franchising laws, regardless of what the standard Software License Agreement might state. This means that Bonchon cannot use Section 16.01 of the Software License Agreement to avoid responsibilities or liabilities imposed by Indiana law.
For a prospective Bonchon franchisee in Indiana, this is a beneficial provision. It confirms that Indiana's franchise laws will take precedence over conflicting terms in the Software License Agreement, offering an additional layer of legal protection. Franchisees should consult with a legal professional to fully understand their rights and obligations under Indiana law and how they interact with the franchise agreement and software license agreement.