Does the Chick Fil A amendment affect the Initial Lease attached to the Franchise Agreement?

onable cause. If any grounds for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.

CHICK-FIL-A, INC. VIRGINIA ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR PROSPECTIVE FRANCHISEES

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.

1. Each provision of this Addendum to the Franchise Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional and other requirements of the Virginia Retail Franchising Act, §§13.1-557 et seq. of the Code of Virginia, are met independently without reference to this Addendum to the Franchise Disclosure Document. This Addendum shall have no force or effect if such jurisdictional or other requirements are not met.

AMENDMENT TO THE CHICK-FIL-A, INC. FRANCHISE AGREEMENT AND LEASE REQUIRED BY THE STATE OF VIRGINIA

In recognition of the requirements of Virginia law, including the Virginia Retail Franchising Act, §§13.1-557 et seq. of the Code of Virginia, and Rule 21VAC5-110-10 et seq., the parties to the Chick-fil-A, Inc. Franchise Agreement (the "Franchise Agreement") and its attached Lease (the "Initial Lease") dated as of ______________, or its attached Concession Sublicense Agreement ("Concession Sublicense Agreement") as applicable, and any attached Additional Business Amendment (with its attached Lease, Concession Sublicense Agreement or Delivery Kitchen Agreement as applicable) (the Initial Lease and any Lease attached to any Additional Business Amendment, individually referred to below as the "Lease"), do hereby agree as follows:

1. Section 23 of the Franchise Agreement, under the heading entitled "Restrictions Deemed Reasonable" shall be amended by deleting the remainder of the final sentence beginning "not based on any representations", so that Section 23 reads as follows:

The Operator, and, as applicable, the Operator-Owner, hereby acknowledge that the Operator, and, as applicable, the Operator-Owner, have carefully considered the nature and extent of the restrictions upon the Operator (and, as applicable, the Operator-Owner) and the rights and remedies conferred on Chick-fil-A under this Agreement, including without limitation those rights and remedies of Chick-fil-A set forth in Sections 18, 19, 20, 21 and 22 above, and hereby agree that (i) the same are reasonably required and designed solely to protect proprietary and other important rights of Chick-fil-A and (ii) as such are reasonable in time, scope and territory. The Operator, and, as applicable, the Operator-Owner, further acknowledge and agree that the restrictions upon the Operator (and, as applicable, the Operator-Owner) and the rights and remedies conferred on Chick-fil-A under this Agreement are essential elements of this Agreement and that without their inclusion, Chick-fil-A would not have entered into this Agreement. The Operator represents and warrants that the Operator's signature appearing on this Agreement is genuine and freely and knowingly given.

1. Section 25.3 of the Franchise Agreement, under the heading entitled "Franchise Relationship" shall be deleted in its entirety and replaced by the following.

Chick-fil-A represents to the Operator the Businesses contemplated by this Agreement involve risk and that the success of such Businesses is dependent upon the abilities and efforts of the Operator as an independent business person.

• 1. Section 28.6 of the Franchise Agreement, under the heading entitled "General Provisions," is deleted in its entirety. and replaced by the following:
  • 28.6 This Agreement, including any Lease(s), Concession Sublicense Agreement(s), Delivery Kitchen Agreement(s) and Food Truck License Agreement(s) attached to this Agreement as an exhibit, incorporated in and made a part of this Agreement, and all documents, schedules, exhibits, and information specifically incorporated into this Agreement by reference, collectively constitute the complete and integrated agreement between Chick-fil-A and the Operator concerning the subject matter of this Agreement and supersede all prior agreements; subject to the requirements of applicable state law, no other representations have induced the Operator to sign this Agreement; the Operator may rely on Chick-fil-A's representations in the most recent Franchise Disclosure

Document that Chick-fil-A delivered to the Operator, including its exhibits and any amendments or supplements, in connection with the Operator's entry into this Agreement (the "FDD"). Chickfil-A cautions the Operator not to rely on any representations, promises or agreements, oral or otherwise, not appearing in or attached to this Agreement or in the FDD because, among other things, no officer, employee, or other servant or agent of Chick-fil-A was or is authorized to make any representation, warranty, or other promise not contained in this Agreement or the FDD. No change, termination, or attempted waiver or cancellation of any provision of this Agreement shall bind Chick-fil-A unless in writing and signed by Chick-fil-A.

• 1. Section 14.6 of the Lease, under the heading entitled "General Provisions," is deleted in its entirety and replaced by the following:
  • 14.6 Entire Agreement. This Lease and the Franchise Agreement to which it is attached, and all documents, schedules, exhibits, and information specifically incorporated into this Lease and the Franchise Agreement by reference, collectively constitute the complete and integrated agreement between Chick-fil-A and the Operator concerning the subject matter of the Business and this Lease and supersede all prior agreements between the parties. Subject to the requirements of applicable state law, no other representations or statements of any kind have induced the Operator to sign this Lease; the Operator may rely on Chick-fil-A's representations in the most recent Franchise Disclosure Document that Chick-fil-A delivered to the Operator, including its exhibits and any amendments or supplements, in connection with the Operator's entry into this Lease (the "FDD"). Chick-fil-A cautions the Operator not to rely on any representations, promises or agreements, oral or otherwise, not appearing in or attached to this Lease, the Franchise Agreement or in the FDD because among other things, no officer, employee, or other servant or agent of Chickfil-A was or is authorized to make any representation, warranty, or other promise not contained in this Lease, the Franchise Agreement or the FDD. No change, termination, or attempted waiver or cancellation of any provision of this Lease shall bind Chick-fil-A unless in writing and signed by Chick-fil-A.
• 1. Section 12(b) of any Concession Sublicense Agreement or Delivery Kitchen Agreement, under the heading entitled "Execution; Entire Agreement; Counterparts," is deleted in its entirety. and replaced by the following:
  • 12(b): This Agreement, including its exhibits and amendments, including the data sheet attached as Exhibit A, the Equipment Lease Addendum attached as Exhibit B, and as applicable the Concession Agreement or DK Lease attached as Exhibit C, as well as the Franchise Agreement, the Assignment (if applicable) and if applicable the Additional Business Amendment to which this Agreement is attached, and all documents, schedules, exhibits, and information specifically incorporated into this Agreement and the Franchise Agreement by reference, collectively constitute the complete and integrated agreement between Chick-fil-A and the Operator concerning the subject matter of this Agreement, the operation of as applicable the Captive Venue Unit as a Business and the Concession Agreement or the Delivery Kitchen Unit as a Business and the DK Lease, and supersede all prior agreements between the parties; subject to the requirements of applicable state law, no other representations or statements of any kind have induced the Operator to sign this Agreement; the Operator may rely on Chick-fil-A's representations in the most recent Franchise Disclosure Document that Chick-fil-A delivered to the Operator, including its exhibits and any amendments or supplements, in connection with the Operator's entry into the Franchise Agreement and if applicable this Agreement (the "FDD").

Source: Item 23 — Receipts (FDD pages 103–600)