factual

In the Cinnaholic franchise agreement, what does the developer waive regarding ambiguous language?

Cinnaholic Franchise · 2025 FDD

Answer from 2025 FDD Document

13.1. Assignment by Franchisor. This Agreement may be unilaterally assigned by the Franchisor and shall inure to the benefit of its successors and assigns. Developer agrees and affirms that Franchisor may sell itself, its assets, the Marks and/or the CINNAHOLIC® System to a third-party; may go public, may engage in private placement of some or all of its securities; may merge, acquire other corporations, or be acquired by another corporation; and/or may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring. Developer further agrees and affirms that Franchisor has the right, now or in the future, to purchase, merge, acquire or affiliate with an existing competitive or noncompetitive franchise network, chain or any other business regardless of the location of that chain's or business' facilities, and to operate, franchise or license those businesses and/or facilities as CINNAHOLIC® Bakeries operating under the Marks or any other marks following Franchisor's purchase, merger, acquisition or affiliation, regardless of the location of these facilities, which Developer acknowledges may be proximate to any of its Bakeries. With regard to any of the above sales, assignments and dispositions, Developer expressly and specifically waives any claims, demands or damages arising from or related to the loss of Franchisor's name, the Marks (or any variation thereof) and the CINNAHOLIC® System and/or the loss of association with or identification of CINNAHOLIC Franchising, LLC under this Agreement. If Franchisor assigns its rights in this Agreement, nothing in this Agreement shall be deemed to require Franchisor to remain in the CINNAHOLIC® business or to offer or sell any products or services to Developer.

Source: Item 23 — RECEIPT (FDD pages 62–269)

What This Means (2025 FDD)

Based on the 2025 Cinnaholic Franchise Disclosure Document, the developer (franchisee) does not explicitly waive rights regarding ambiguous language in the agreement. However, the agreement does state that the developer waives claims, demands, or damages related to changes to the Cinnaholic brand.

Specifically, the Cinnaholic franchise agreement allows the Franchisor to make substantial changes to the brand, system, or trademarks. The developer agrees that Cinnaholic Franchising, LLC can sell the company, its assets, the trademarks, or the Cinnaholic system to a third party. They can also go public, engage in private placements, merge with or acquire other corporations, or undergo financial restructuring.

The developer acknowledges that Cinnaholic can purchase, merge, acquire, or affiliate with existing competitive or noncompetitive franchise networks, and operate those businesses as Cinnaholic bakeries under the existing trademarks or other trademarks. The developer specifically waives any claims, demands, or damages arising from the loss of the Franchisor's name, the Marks, the Cinnaholic system, or the association with Cinnaholic Franchising, LLC due to these changes.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.