What is the effect of the Checkers Existing Franchisee Incentive Addendum on capitalized terms defined in the Franchise Agreement?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Franchisee desires to qualify for, and to receive the benefits of, the Incentive in connection with its operation of the Franchised Restaurant under the Franchise Agreement; and
WHEREAS, the Parties now desire to modify the Franchise Agreement according to the terms and conditions set forth in this Addendum.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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- Relationship to Franchise Agreement; Recitals. This Addendum shall be annexed to and form a part of the Franchise Agreement. All capitalized terms not otherwise defined in this Addendum shall have the meanings set forth in the Franchise Agreement. Except as modified by this Addendum, the Franchise Agreement remains in full force and effect. Any conflict between the provisions hereof and the Franchise Agreement shall be construed in favor of this Addendum. All references in this Addendum to "Sections," "Subsections," and/or "Exhibits" shall mean the applicable Section(s), Subsection(s), and/or Exhibit(s) of the Franchise Agreement, unless specified otherwise below. The Recitals above are incorporated into this Addendum by reference.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to the 2025 Checkers Franchise Disclosure Document, the Existing Franchisee Incentive Addendum clarifies the meaning of capitalized terms used within the agreement. Specifically, any capitalized terms that are not explicitly defined within the addendum itself will carry the same meaning as defined in the original Franchise Agreement. This ensures consistency and avoids confusion in interpreting the terms of the agreement as modified by the addendum.
This addendum is designed to work in conjunction with the existing Franchise Agreement, not to replace it entirely. Therefore, the original agreement remains in full effect, except for the specific modifications outlined in the addendum. In cases where there is a conflict between the addendum and the Franchise Agreement, the terms of the addendum will take precedence. This is important for franchisees to note, as the incentive program's specific conditions and benefits will override any conflicting terms in the original agreement.
To further clarify the relationship between the addendum and the Franchise Agreement, the document states that all references to sections, subsections, and exhibits will refer to those within the Franchise Agreement, unless the addendum explicitly states otherwise. The recitals, which outline the reasons for the addendum, are also incorporated by reference, providing context for the modifications being made. This integrated approach ensures that the addendum and the Franchise Agreement are read and understood as a single, cohesive document, with the addendum serving to modify specific aspects of the original agreement while maintaining its overall structure and definitions.