How does the Caring Transitions addendum handle conflicting provisions with the original Franchise Agreement?
Caring_Transitions Franchise · 2025 FDDAnswer from 2025 FDD Document
to a "Franchise Agreement" under which Franchisor licensed Franchisee to operate a Caring Transitions franchised business (the "Franchised Business") using Franchisor's trademarks and unique business format.
- B. The parties desire to modify the Franchise Agreement as provided in this addendum.
THEREFORE, the parties hereby amend the Franchise Agreement as follows:
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- This addendum is an integral part of, and is incorporated into, the Franchise Agreement. Nevertheless, this addendum supersedes any inconsistent or conflicting provisions of the Franchise Agreement.
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- To make this addendum easier to read and understand, certain terms have been defined below and will be capitalized throughout the addendum. Capitalized terms that are not defined below may be defined in the section where they first appear. Capitalized terms used but not defined in this addendum are used as defined in the Franchise Agreement.
- (a) The "Commencement Date" is the first day of the first month following the month in which Franchisee or its Designated Individual completes the initial training program described in section 7.1 of the Franchise Agreement.
- (b) A "Year" is a one-year period beginning on the Commencement Date or the anniversary of the Commencement Date. The parties acknowledge that a "Year" as defined in this Addendum may not necessarily coincide with a calendar year. For example, a Year may be the period from April 1, 2024 through March 31, 2025, or from July 1, 2024 through June 30, 2025.
- (c) The "Rebate Period" begins on the Commencement Date and ends on the day before the fifth anniversary of the Commencement Date.
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- As an incentive for Franchisee to fully develop the Franchised Business and the Territory, if Franchisee attains:
- (a) at least $900,000 of cumulative Gross Receipts during the two-Year period after the Commencement Date, then Franchisor will rebate to Franchisee $10,000 of the Franchise Fee;
- (b) at least $1,600,000 of cumulative Gross Receipts during the three-Year period after the Commencement Date and qualified for a rebate under subparagraph (a), then Franchisor will rebate to Franchisee an addit
Source: Item 22 — CONTRACTS (FDD page 49)
What This Means (2025 FDD)
According to Caring Transitions' 2025 Franchise Disclosure Document, any addendum to the franchise agreement takes precedence over conflicting provisions in the original agreement. Specifically, the addendum is considered an integral part of the Franchise Agreement, but it has the power to override any inconsistent or conflicting terms that may exist in the original document. This ensures that the terms of the addendum are the final and controlling terms.
This clause is important for prospective Caring Transitions franchisees because it clarifies the relationship between the original Franchise Agreement and any subsequent addenda. It provides assurance that any modifications or updates outlined in the addendum will be enforced, even if they contradict the initial agreement. This could cover changes to fees, operating procedures, or other key aspects of the franchise relationship.
For example, the Winner's Circle Program addendum outlines specific gross receipt targets that, if met, result in a rebate of a portion of the franchise fee. The addendum defines key terms such as "Commencement Date", "Year", and "Rebate Period" which are used to determine eligibility for the rebate. The addendum states that if a franchisee achieves at least $900,000 in cumulative gross receipts during the two-year period after the Commencement Date, Caring Transitions will rebate $10,000 of the franchise fee. If the franchisee attains at least $1,600,000 in cumulative gross receipts during the three-year period after the Commencement Date and qualified for a rebate under subparagraph (a), then Caring Transitions will rebate to Franchisee an additional $10,000 of the Franchise Fee. If the franchisee attains at least $2,300,000 of cumulative Gross Receipts during the four-Year period after the Commencement Date and qualified for a rebate under subparagraphs (a) and (b), then Caring Transitions will rebate to Franchisee an additional $10,000 of the Franchise Fee. According to the FDD, the terms outlined in the addendum supersede any conflicting terms in the original agreement.