What documents constitute the entire agreement between the parties in the Brain Balance franchise agreement?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
21.06. This Agreement and the documents referred to herein shall be construed together and constitute the entire, complete agreement between COMPANY and FRANCHISEE with respect to the subject matter hereof. The parties agree that this Agreement supersedes all prior agreements and that there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein which shall have any force or effect with reference to this Agreement, provided however, this will not apply to any representations contained in the Franchise Disclosure Document delivered to FRANCHISEE pursuant to federal or state law. Notwithstanding the foregoing, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to the 2025 Brain Balance Franchise Disclosure Document, the franchise agreement and any documents referred to within it constitute the entire agreement between Brain Balance and the franchisee. This means that all the terms, conditions, and obligations of both parties are contained within these documents.
The agreement explicitly states that it supersedes any prior agreements, representations, or promises, whether oral or written, that are not included in the franchise agreement itself. However, there is an exception for any representations made in the Franchise Disclosure Document (FDD), including its exhibits and amendments, delivered to the franchisee as required by federal or state law. This ensures that any claims or promises made in the FDD are not disclaimed by the franchise agreement.
In practical terms, a prospective Brain Balance franchisee should carefully review the franchise agreement and all referenced documents, as well as the FDD and its exhibits, to fully understand their rights and obligations. It is important to note that any promises or representations made by Brain Balance that are not included in these documents may not be legally binding. Franchisees should seek legal counsel to review these documents before signing to ensure they understand the full scope of the agreement.