Does the Rider to the Area Development Agreement for Cicis supersede any conflicting provisions of the Area Development Agreement?
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 the 2025 Cicis Franchise Disclosure Document, the Rider to the Area Development Agreement does indeed supersede any inconsistent or conflicting provisions within the original Area Development Agreement. This means that if there are any clauses in the original agreement that clash with what's stated in the Rider, the Rider's terms will take precedence. This ensures that the most current and specific terms, as outlined in the Rider, are the ones that govern the relationship between Cicis and the area developer.
This is a fairly common practice in franchising, where addenda or riders are used to modify or clarify existing agreements. The purpose is to adapt the agreement to specific state laws, address unique circumstances, or update terms without rewriting the entire document. For a prospective Cicis area developer, it's crucial to carefully review both the Area Development Agreement and any associated Riders to fully understand their rights and obligations.
For instance, the excerpt includes examples of state-specific riders for Maryland and Illinois, addressing issues like waivers of claims, governing law, and limitations of claims to comply with those states' franchise laws. These riders ensure that the Cicis franchise agreement adheres to local regulations, providing additional protections to franchisees in those states. Therefore, understanding how the Rider modifies the original agreement is essential for compliance and risk management.