What agreement is this rider annexed to for Cicis?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable.
THE FOLLOWING PAGES IN THIS EXHIBIT ARE STATE-SPECIFIC RIDERS TO THE AREA DEVELOPMENT AGREEMENT
RIDER TO THE ON SMILE LLC AREA DEVELOPMENT AGREEMENT FOR USE IN ILLINOIS
| | | | THIS RIDER is made and entered into by and between ON SMILE LLC, a Delaware | | | | | |------------------------|----|-------------|-----------------------------------------------------------------------------------------------------|-------|--------------------|-------------------------------------------|-----| | | | | limited liability company with its principal business address at 13355 Noel Road, Suite 1645, | | | | | | Dallas, | TX | 75240 | ("we," , whose principal business address | "us," | or | "our"), | and | | is | | | | | ("you" or "your"). | | | | | | | | | | | | | 1. | | BACKGROUND. | We and you are parties to that certain Area Development Agreement dated, 20 (the "Area Development Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Area Development Agreement. conflicting provisions of the Area Development Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Area Development Agreement. This Rider is being signed because (a) you are domiciled in the State of Illinois, or (b) the offer of the franchise is made or accepted in the State of Illinois and the Cicis Buffet Restaurants or Cicis To Go Restaurants that you develop under your Area Development Agreement are or will be located in | | | This Rider supersedes any inconsistent or | | | the State of Illinois. | | | | | | | | 2. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL. The following language is added to the end of Section 9.C. ("Waiver of Punitive Damages and Jury Trial") of the Area Development Agreement:
However, this Section shall not act as a condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Illinois Franchise Disclosure Act at Section 705/41 or Illinois regulations at Section 200.609.
- LIMITATIONS OF CLAIMS. Section 9.F. ("Limitation of Claims") of the Area Development Agreement is amended by adding the following:
However, nothing contained in this Section shall constitute a condition, stipulation, or provision purporting to bind any person to waive compliance with any provision of the Illinois Franchise Disclosure Act at Section 705/27 or any other law of the State of Illinois, to the extent applicable.
- ILLINOIS FRANCHISE DISCLOSURE ACT. The following is added to the end of the Area Development Agreement:
Except for the U.S. Federal Arbitration Act and other federal laws in the U.S., the laws of the State of Illinois will govern this Agreement.
Section 4 of the Illinois Franchise Disclosure Act provides that any provision in an area development agreement that designates jurisdiction outside the State of Illinois is void.
However, an area development agreement may provide for dispute resolution outside of Illinois.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to Cicis' 2025 Franchise Disclosure Document, the rider is annexed to either the Franchise Agreement or the Area Development Agreement, depending on the specific context. For franchisees in Maryland or Illinois, the rider is attached to either the Area Development Agreement or the Franchise Agreement.
For Illinois franchisees, the rider is annexed to that certain Franchise Agreement dated 20__. Similarly, for franchisees entering into an Area Development Agreement, the rider is annexed to that certain Area Development Agreement dated 20__. This indicates that the specific agreement to which the rider is attached depends on the nature of the franchise relationship (single-unit franchise versus area development) and potentially the state in which the franchise is located.
It is important for prospective franchisees to carefully review which agreement the rider is attached to, as the rider's provisions will supersede any inconsistent or conflicting terms in the underlying agreement. Franchisees should also note that there are state-specific riders, such as those for Maryland and Illinois, which address specific legal requirements and considerations in those states. Understanding the interplay between the rider and the main agreement is crucial for comprehending the full scope of the franchisee's rights and obligations.