Under what circumstances is this addendum to the Buff City Soap Franchise Agreement being signed?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
THIS ADDENDUM is made and entered into on, 20 (the "Effective Date") by and between BUFF CITY SOAP FRANCHISING, LLC, a limited liability company formed under the laws of the State of Delaware, with its principal business address at 5294 Beltline Road, Suite 100, Dallas, Texas 75254, ("we," "us,"' or, "our"), and , a [corporation, limited liability company, general partnership, or limited partnership] formed under the laws of the State of, [or a sole proprietorship] with its principal business address at ("you" or "your"). 1. We and you are parties to that certain Franchise Agreement dated BACKGROUND. , 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Addendum. This Addendum is annexed to and forms part of the Franchise Agreement. This Addendum is being signed because (a) you are domiciled in South Dakota and the Buff City Soap Makery that you will operate under the Franchise Agreement will be located in South Dakota; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in South Dakota.
Source: Item 6 — , Securities Offering Fee, in the amount column is revised to state the following: (FDD pages 216–303)
What This Means (2025 FDD)
According to the 2025 FDD, the addendum to the Buff City Soap Franchise Agreement is signed under specific circumstances related to the franchisee's location or activities within certain states. For instance, an addendum is required if the franchisee is domiciled in a particular state, such as South Dakota or Illinois, or if the Buff City Soap Makery will be located in that state. Additionally, the addendum is necessary if any offering or sales activity related to the Franchise Agreement occurred in that state. These addenda are annexed to and form part of the Franchise Agreement, indicating their legal importance.
The specific reasons for the addendum vary by state. For example, in Illinois, the addendum is required if any offering or sales activity relating to the Franchise Agreement occurred in Illinois, or if the franchisee is domiciled in Illinois, or if the Buff City Soap Makery will be located in Illinois. In Maryland, the addendum is required if the Buff City Soap Makery will be located in Maryland, or if any of the offering or sales activity relating to the Franchise Agreement occurred in Maryland. In South Dakota, the addendum is required if the franchisee is domiciled in South Dakota, or if the Buff City Soap Makery that you will operate under the Franchise Agreement will be located in South Dakota, or if any of the offering or sales activity relating to the Franchise Agreement occurred in South Dakota.
These addenda also address specific legal requirements and modifications to the standard Franchise Agreement to comply with state laws. For example, the Illinois addendum states that Illinois law governs the agreements between the parties and addresses issues such as jurisdiction, venue, and the deferral of initial fees until the franchisor meets its obligations. Similarly, the Hawaii rider addresses the deferral of initial fees until the Buff City Soap franchisee is open for business. These modifications ensure that the franchise agreement complies with local regulations and protects the franchisee's rights under state laws.