What is the purpose of the Rider to the ON SMILE LLC Area Development Agreement for Cicis franchises in Maryland?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
RIDER TO THE ON SMILE LLC AREA DEVELOPMENT AGREEMENT FOR USE IN MARYLAND
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.
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- No statement, questionnaire or acknowledgement 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 behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- RELEASES. The following is added to the end of Section 5.C.5 ("Conditions for Approval of Transfer") of the Area Development Agreement:
However, any release required as a condition of assignment/transfer will not apply to claims arising under the Maryland Franchise Registration and Disclosure Law.
- INSOLVENCY. The following language is added to the end of Section 6.B.5 ("Termination of Agreement – By Us") of the Area Development Agreement:
This provision may not be enforceable under federal bankruptcy law (11 U.S.C. Sections 101 et seq.).
- JURISDICTION AND VENUE. The following language is added to the end of Section 9.A. ("Jurisdiction and Venue") of the Area Development Agreement:
Notwithstanding the foregoing, you may bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
- LIMITATION OF CLAIMS. The following sentence is added to the end of Section 9.F. ("Limitation of Claims") of the Area Development Agreement:
Notwithstanding the foregoing, you may bring any claims arising under the Maryland Franchise Registration and Disclosure Law within 3 years after we grant you the franchise.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 58–64)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, the Rider to the ON SMILE LLC Area Development Agreement for use in Maryland is designed to ensure compliance with Maryland franchise law. The rider is incorporated into the Area Development Agreement and takes precedence over any conflicting terms within that agreement. This ensures that the franchisee's rights under Maryland's franchise regulations are protected.\n\nSpecifically, the rider addresses several key areas. It prevents franchisees from waiving claims under Maryland franchise law or disclaiming reliance on the franchisor. It also stipulates that any releases required for assignment or transfer of the agreement will not apply to claims arising under the Maryland Franchise Registration and Disclosure Law. This protects the franchisee's ability to pursue legal action under Maryland law, even if they have signed releases in other contexts.\n\nAdditionally, the rider clarifies that franchisees can bring actions in Maryland courts for claims arising under the Maryland Franchise Registration and Disclosure Law, regardless of any jurisdiction and venue clauses in the main agreement. It also allows franchisees to bring these claims within three years of being granted the franchise, overriding any other limitations of claims periods in the agreement. These provisions collectively ensure that Cicis franchisees in Maryland have specific protections and rights under state law, which cannot be waived or superseded by the standard Area Development Agreement.