What happens if there are conflicting provisions between this rider and the Area Development Agreement for Cicis?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
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," "us," or "our"), and , whose principal business address 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. This Rider supersedes any inconsistent or 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 a resident of the State of Maryland; or (b) the Cicis Buffet Restaurants or Cicis To Go Restaurants that you develop under your Area Development Agreement are or will be operated in the State of Maryland; or (c) the offer to sell is made in the State of Maryland; or (d) the offer to buy is accepted in the State of Maryland.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, specifically the Rider to the Area Development Agreement, the rider takes precedence over any conflicting terms in the original agreement. This means that if there's a disagreement between what's written in the Area Development Agreement and what's stated in the Rider, the Rider's provisions will be the ones that are enforced. This applies specifically to Area Development Agreements used in Maryland and Illinois.
For a prospective Cicis franchisee, this is important because the Rider can modify the original terms of the Area Development Agreement. Franchisees should carefully review the Rider, along with the Area Development Agreement, to understand their rights and obligations. This is especially crucial for franchisees in Maryland and Illinois, as the Riders address specific legal considerations within those states.
For example, the Maryland Rider includes provisions ensuring that franchisees do not waive claims under Maryland franchise law and that releases do not apply to claims arising under the Maryland Franchise Registration and Disclosure Law. Similarly, the Illinois Rider addresses issues such as waivers of punitive damages and jury trials, limitations of claims, and the applicability of the Illinois Franchise Disclosure Act. These state-specific Riders aim to protect franchisees' rights under local laws, superseding conflicting terms in the main agreement.
Therefore, franchisees need to pay close attention to these Riders, as they can significantly alter the terms of the Area Development Agreement and provide additional protections under state laws. It is advisable to seek legal counsel to fully understand the implications of these Riders and how they affect the franchisee's rights and responsibilities.