Under the Buns On Fire Franchise Agreement, what is being guaranteed by the undersigned parties?
Buns_On_Fire Franchise · 2025 FDDAnswer from 2025 FDD Document
This Guaranty is to be exclusively construed in accordance with and/or governed by the law of the State of Illinois without recourse to Illinois (or any other) choice of law or conflicts of law principles. If, however, any provision of this Guaranty would not be enforceable under the laws of Illinois, and if the business franchised under the Franchise Agreement is located outside of Illinois and the provision would be enforceable under the laws of the state in which the franchised business is located, then the provision (and only that provision) will be interpreted and construed under the laws of that state. Nothing in this Guaranty is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant", unfair competition, fiduciary or any other doctrine of law of the State of Illinois or any other state, which would not otherwise apply.
Any litigation arising out of or related to this Guaranty will be instituted exclusively in a court of competent jurisdiction in Cook County, Illinois. The undersigned agree that any dispute as to the venue for this litigation will be submitted to and resolved exclusively by a court of competent jurisdiction situated in Cook County, Illinois. The undersigned hereby waive and covenant never to assert or claim that said venue is for any reason improper, inconvenient, prejudicial or otherwise inappropriate (including, without limitation, any claim under the judicial doctrine of forum non conveniens).
Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the undersigned has executed this Guaranty effective as of the date of the Franchise Agreement.
Address: Address: Phone Number: Phone Number: Address: Address: Phone Number: Phone Number:
EXHIBIT "C"
Conditional Lease Assignment Provisions
The clauses referred to in Article 2.1 of the attached Franchise Agreement are as follows:
- (i.) The premises being leased hereunder shall be used solely for the operation of an "Buns on Fire" restaurant, during the time that the Franchise Agreement is still in effect.
Franchisee specifically waives any and all other claims, demands or damages arising from or related to the foregoing merger, acquisition and other business combination activities including, without limitation, any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied covenant of good faith and fair dealing.
- (ii.) Franchisee agrees that Franchisor has the right, now or in the future, to purchase, merge, acquire or affiliate with an existing competitive or non-competitive franchise network, chain or any other business, regardless of the location of that chain's or business' facilities, and to operate, franchise or license those businesses and/or facilities as "Buns on Fire" operating under the Marks or any other marks following Franchisor's purchase, merger, acquisition or affiliation, regardless of the location of these facilities, except that if such businesses are located within any Protected Territory granted to Franchisee, those businesses will not change their names to "Buns on Fire".
EXHIBIT "N" AMERICANS WITH DISABILITIES ACT ("ADA") CERTIFICATION
SMYA Ventures LLC ("Franchisor") and ("Franchisee") are parties to a Franchise Agreement dated for the operation of a Buns on Fire Restaurant at (the "Restaurant"). In accordance with the Franchise Agreement, Franchisee certifies to Franchisor that, to the best of Franchisee's knowledge, the Restaurant and its adjacent areas comply with all applicable federal, state and local accessibility laws, statutes, codes, rules, regulations and standards, including but not limited to the Americans with Disabilities Act. Franchisee acknowledges that it is an independent business and the requirement of this certification by Franchisee does not constitute ownership, control, leasing or operation of the Restaurant. Franchisee acknowledges that Franchisor has relied on the information contained in this certification. Furthermore, Franchisee acknowledge its obligation under the Franchise Agreement to indemnify Franchisor and the officers, directors, and employees of Franchisor in connection with any and all claims, losses, costs, expenses, liabilities, compliance costs, and damages incurred by the indemnified party(ies) as a result of any matters associated with Franchisee's compliance with the Americans with Disabilities Act, as well as the costs, including attorneys' fees, related to the same.
EXHIBIT E FORM OF GENERAL RELEASE
EXHIBIT "I" TRAINING COMPLETION AGREEMENT AND RELEASE
The undersigned is a franchisee of SMYA Ventures LLC, an Illinois limited liability company ("Buns on Fire" or "Franchisor"), owner or operator of or an investor in a Buns on Fire franchise, or a manager of a Buns on Fire Restaurant operated by a Buns on Fire franchisee who is commencing training. As part of such training, the undersigned may visit, inspect, train, and work in one or more of the Buns on Fire Restaurants owned or operated by Franchisor, its affiliates, or by one or more Buns on Fire franchisees. As an inducement to cause the owner of such Buns on Fire Restaurant to permit the undersigned to visit, inspect, train and work in such restaurant, THE UNDERSIGNED HEREBY RELEASES, HOLDS HARMLESS, AND AGREES TO DEFEND & INDEMNIFY SMYA VENTURES LLC, THE OWNER(S) OF SUCH RESTAURANT(S), AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASED & INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, INJURY, DAMAGE, COST AND EXPENSE SUFFERED OR INCURRED BY THE UNDERSIGNED AS A RESULT OF ANY SUCH VISIT, INSPECTION, TRAINING, OR WORK. IT IS ACKNOWLEDGED THAT THE FOREGOING RELEASE AND INDEMNITY IS INTENDED TO BE AS BROAD AND COMPREHENSIVE AS PERMITTED BY LAW, AND INCLUDES LIABILITY, COST, DAMAGE, INJURY, COST, AND EXPENSE SUFFERED AS A RESULT OR PARTLY AS A RESULT OF ANY NEGLIGENCE, ERROR OR OMISSION BY THE RELEASED & INDEMNIFIED PARTIES. The undersigned further represents that he has independently obtained or is covered by adequate insurance to cover the risk of loss or injury. Some states do not allow the limitations on liability set forth above. Accordingly, not all of the limitations set forth in this section may apply to undersigned.
The following language applies to franchises to be located in Maryland or to be granted to Maryland residents: The general release included in this consent and release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
Source: Item 23 — RECEIPTS (FDD pages 49–200)
What This Means (2025 FDD)
According to the 2025 Buns On Fire Franchise Disclosure Document, Exhibit E outlines a general release, while Exhibit N includes an Americans with Disabilities Act (ADA) certification. In Exhibit I, the Training Completion Agreement and Release specifies that the undersigned franchisee releases, holds harmless, and agrees to defend & indemnify SMYA Ventures LLC, the owners of the restaurants where training occurs, and their respective stakeholders from any liability, loss, injury, damage, cost, and expense suffered during the training period. This release and indemnity is intended to be broad, covering losses resulting from negligence, error, or omission by the released parties. The franchisee also represents that they have adequate insurance to cover potential losses or injuries. However, the release does not apply to liability under the Maryland Franchise Registration and Disclosure Law for franchises located in Maryland or granted to Maryland residents.
Exhibit C details conditional lease assignment provisions, stating that the leased premises must be used solely for operating a Buns On Fire restaurant while the Franchise Agreement is in effect. Additionally, the franchisee must promptly notify Buns On Fire of any third-party offers to buy the franchised business and agrees to indemnify Buns On Fire for any failure to comply with this notification requirement. The franchisee also waives claims related to merger, acquisition, and other business combination activities, including claims of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing.
Furthermore, the Guaranty specifies that it is governed by Illinois law, but if any provision is unenforceable under Illinois law and the franchised business is located outside of Illinois, the law of the state where the business is located will apply to that specific provision. Any litigation related to the Guaranty must be instituted in a court in Cook County, Illinois, and the undersigned waive any claims of improper venue. The document also states that if one or more provisions of the Guaranty are deemed illegal or unenforceable, the remaining provisions will still be effective. The undersigned parties execute the Guaranty as of the date of the Franchise Agreement, indicating their commitment to the terms outlined within it.