Under what conditions can the Buona franchise agreement be amended, changed, modified, or varied?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 13.4 Entire Agreement; Modification.
This Agreement and all exhibits to this Agreement constitute the entire understanding and agreement between the parties and there are no other oral or written understandings or agreements between the parties, and no oral or written representations by the Franchisor relating to the subject matter of this Agreement, except for those contained in the Franchise Disclosure Document provided to Developer (any understandings or agreements reached, or any representations made, before this Agreement are superseded by this Agreement).
Nothing in this Section is intended as, nor shall it be interpreted to be, a disclaimer by the Franchisor of any representation made in its Franchise Disclosure Documents, including the exhibits and any amendments thereto.
Except for modifications permitted to be made unilaterally by us, this Agreement may be modified only by written agreement signed by both you and us.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement and its exhibits constitute the entire agreement between both parties. It states that all prior oral or written understandings, agreements, and representations made by Buona relating to the agreement's subject matter are superseded by the agreement itself. This clause ensures that only what is written in the franchise agreement is legally binding, providing clarity and certainty for both parties.
The Buona franchise agreement can only be modified by a written agreement signed by both the franchisee and Buona, except for modifications that Buona is permitted to make unilaterally. This requirement for written consent ensures that any changes to the agreement are mutually agreed upon and documented, preventing misunderstandings or disputes.
This clause does not disclaim any representations made by Buona in its Franchise Disclosure Documents, including exhibits and amendments. This protects the franchisee by ensuring that Buona remains accountable for the information provided in the FDD. This is a standard practice in franchising, as it ensures transparency and protects the franchisee's interests by holding the franchisor accountable for the information they provide during the franchise sales process.