factual

If a state requires an addendum to the Buona Franchise Agreement, what does it describe?

Buona Franchise · 2025 FDD

Answer from 2025 FDD Document

CHIGAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE AREA DEVELOPMENT AGREEMENT FOR THE COMMONWEALTH OF VIRIGINIA

This Addendum is to the Area Development Agreement between Chicago's Original Italian Beef Franchising LLC and (Developer) to amend said Agreement as follows:

  1. Section 2 of the Area Development Agreement on Fees shall be amended by the addition of the following language to the original language that appears therein:

The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the development fee owed by franchisees to the franchisor until the franchisor has completed its pre-opening obligations under the development agreement.

FRANCHISOR: CHICAGO'S ORIGINAL ITALIAN DEVELOPER: BEEF FRANCHISING LLC An Illinois limited liability company a

ADDENDUM TO FRANCHISE AGREEMENT FOR USE IN STATE OF WISCONSIN

THIS ADDENDUM to the Franchise Agreement is agreed to between Chicago's Original Italian Beef Franchising LLC and (Franchisee) to amend said Franchise Agreement to include the following language: Franchise Contract or Agreement if such provisions are in conflict with that law. The Wisconsin Fair Dealership Law, Chapter 135 of the Wisconsin Statutes supersedes any provisions of the and agrees to be bound by all of its terms as of the dates below. In witness whereof, each of the undersigned hereby acknowledges having read this Addendum and understands CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC An Illinois limited liability company Franchisee Date: OR if Franchisee is an entity: A By: Its: Date:

EXHIBIT I State Effective Dates

The following states have franchise laws that require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.

This document is effective and may be used in the following states, where the document is filed, registered or exempt from registration, as of the Effective Date stated below:

CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE FRANCHISE AGREEMENT FOR THE STATE OF MINNESOTA


This addendum to the Franchise Agreement is agreed to between Chicago's Original Italian Beef Franchising LLC (Franchisor) and (Franchisee) to amend said Agreement as follows:

  1. Section 2.2 of the Franchise Agreement on Renewal and Section 16 of the Franchise Agreement on Termination is amended by the addition of the following language to the original language that appears therein:

"Minnesota law provides franchisees with certain termination and non-renewal rights. Minn. Stat. Sec. 80C.14, Subd. 3, 4 and 5 require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the franchise agreement. These provisions of Minnesota law are hereby incorporated by reference in this Agreement."

  1. Section 2.2 of the Franchise Agreement on Renewal and Section 15.3 of the Franchise Agreement on Conditions to Transfer by Franchisee are each amended by the addition of the following language to the original language that appears therein:

"The execution of a general release upon renewal or transfer shall be inapplicable to claims arising under the Minnesota Franchises law."

  1. Section 5 of the Franchise Agreement on Proprietary Marks and System is amended by the addition of the following language to the original language that appears therein:

"In the event Franchisee's right to the use of any name, mark or commercial symbol licensed hereunder is the subject of any claim, suit or demand (a "threat"), Franchisor shall either defend Franchisee against the threat or indemnify Franchisee from any loss, costs or expenses arising therefrom, provided and on condition, Franchisee:


Any language in the Franchise Agreement or any amendment thereto or any agreement to the contrary is superseded by this condition."

Section 25.11(a) and (b) on Acknowledgements is deleted in its entirety.

No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor.

This provision supersedes any other term of any document executed in connection with the franchise.

In witness whereof, each of the undersigned hereby acknowledges having read this Addendum and understands and agrees to be bound by all of its terms as of the dates below.

FRANCHISOR: FRANCHISEE: CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC

FRANCHISING LLC An Illinois limited liability company Franchisee Date: OR if Franchisee is an entity: A By: Its: Date:

CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF ILLINOIS

The Franchise Disclosure Document of Chicago's Original Italian Beef Franchising LLC for use in the State of Illinois is modified in accordance with the following:

Illinois law shall apply to and govern the Franchise Agreement.

In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.

Franchisee's rights upon Termination and Non-renewal are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.

In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.

The Illinois Attorney General's office imposed a surety bond requirement based on our financial condition. The surety bond is on file with the Illinois Attorney General.


CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT FOR THE COMMONWEALTH OF VIRGINIA

The Chicago's Original Italian Beef Franchising LLC Franchise Disclosure Document for use in the Commonwealth of Virginia is modified by the addition of the following Risk Factor:

Estimated Initial Investments. The franchisee will be required to make an estimated initial investment ranging from $2,700,800 to $5,077,500 for a single brand free standing Buona Business, from $3,044,250 to $5,752,350 for a dual brand free standing Buona Business, and from $1,280,350 to $1,809,830 for a single brand inline Buona Business. This amount exceeds the franchisor's member's equity as of December 31, 2023.

Item 5 of the Franchise Disclosure Document is amended by the addition of the following:

The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor completes its pre-opening obligations under the franchise agreement.

No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE FRANCHISE AGREEMENT FOR THE COMMONWEALTH OF VIRGINIA


CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE FRANCHISE AGREEMENT FOR THE COMMONWEALTH OF VIRGINIA

This Addendum is to a Franchise Agreement between Chicago's Original Italian Beef Franchising LLC and (Franchisee) to amend said Agreement as follows: 7. Section 3.1 of the Franchise Agreement on Initial Franchise Fee shall be amended by the addition of the following language to the original language that appears therein: The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor completes its pre-opening obligations under the franchise agreement. 2. document executed in connection with the franchise. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any to be bound by all of its terms as of the dates below. In witness whereof, each of the undersigned hereby acknowledges having read this Addendum and understands and agrees CHICAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC An Illinois limited liability company Franchisee Date: OR if Franchisee is an entity: A By: Its:________________________________ Date: _________________________________

CHIGAGO'S ORIGINAL ITALIAN BEEF FRANCHISING LLC ADDENDUM TO THE AREA DEVELOPMENT AGREEMENT FOR THE COMMONWEALTH OF VIRIGINIA

Source: Item 22 — CONTRACTS (FDD page 78)

What This Means (2025 FDD)

According to Buona's 2025 Franchise Disclosure Document, if a state requires an addendum to the franchise agreement, the addendum typically modifies specific sections of the agreement to comply with that state's franchise laws. For example, the FDD includes addenda for Virginia, Minnesota, Wisconsin, and Illinois, each addressing different legal requirements.

In Virginia, the addendum addresses the Virginia State Corporation Commission's requirement to defer payment of the initial franchise fee and other initial payments until Buona completes its pre-opening obligations. This modification directly impacts the payment schedule for franchisees in Virginia, ensuring compliance with state regulations.

For Minnesota, the addendum modifies sections related to renewal and termination rights, incorporating Minnesota law that provides franchisees with specific termination and non-renewal rights, including mandated notice periods. It also clarifies that franchisees cannot waive claims under Minnesota franchise law. In Illinois, the addendum specifies that Illinois law governs the franchise agreement, voids any provisions that designate jurisdiction and venue outside of Illinois (except for arbitration), and references franchisee rights upon termination and non-renewal as outlined in the Illinois Franchise Disclosure Act. The Illinois addendum also mentions a surety bond requirement imposed by the Illinois Attorney General based on Buona's financial condition.

In Wisconsin, the addendum states that the Wisconsin Fair Dealership Law supersedes any conflicting provisions in the franchise agreement. These state-specific addenda ensure that Buona's franchise agreements align with local laws, providing franchisees with the protections and rights mandated by their state. Prospective franchisees should carefully review the addendum for their specific state to understand how the standard franchise agreement is modified to comply with local regulations.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.