What does the City Wide agreement contain regarding the parties' understanding?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- Entire Agreement. This Agreement contains the Parties' entire agreement with respect to the subject matter included and supersedes all prior understandings, both oral and written. This Agreement may not be amended or modified except with the written consent of an authorized representative of both Parties.
The Parties hereby acknowledge and agree to all the terms hereinabove and have executed and delivered this Agreement on the day and year first written above.
- 30.4 Franchisee acknowledges that Franchisee has had sufficient opportunity to consult with Franchisee's own attorneys, accountants and other advisors and that the attorneys for CITY WIDE have not advised or represented Franchisee with respect to this Agreement or the relationship created by this Agreement.
- 30.5 Franchisee acknowledges that Franchisee is not, nor is Franchisee intended to be, a third party beneficiary of any other agreement or contractual relationship to which CITY WIDE is a party.
- 30.6 Franchisee acknowledges that the success of the Franchised Business contemplated by this Agreement depends, to a large extent, upon Franchisee as an independent businessperson having complete control and direction over Franchisee's business operations and employees, subject only to the conditions and obligations contained in this Agreement and that this Agreement does not constitute or create a security.
- 30.7 FRANCHISEE ACKNOWLEDGES THAT THIS AGREEMENT, ANY EXHIBIT ATTACHED TO THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT, WILL BE CONSTRUED TOGETHER AND CONSTITUTE THE ENTIRE, FULL AND COMPLETE AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND SUPERSEDES ALL PRIOR WRITTEN OR ORAL AGREEMENTS RELATING TO THIS AGREEMENT. FRANCHISEE UNDERSTAND AND AGREE THAT NO PERSON REPRESENTING OR PURPORTING TO REPRESENT CITY WIDE HAS ANY ACTUAL, IMPLIED, OR APPARENT AUTHORITY TO MAKE ANY REPRESENTATION OR STATEMENT TO FRANCHISEE CONCERNING THE SYSTEM OR THIS FRANCHISE AGREEMENT, OR ANY SUBJECT RELATED TO THIS AGREEMENT, WHICH IN ANY MANNER DIFFERS FROM THE SPECIFIC TERMS OF THIS AGREEMENT OR THE FRANCHISE DISCLOSURE DOCUMENT. FRANCHISEE AFFIRMATIVELY COVENANTS AND WARRANTS THAT NO COVENANTS, WARRANTS, AGREEMENTS, UNDERSTANDINGS, STATEMENTS, OR REPRESENTATIONS OTHER THAN THOSE SPECIFICALLY MADE IN THIS AGREEMENT OR IN THE FRANCHISE DISCLOSURE DOCUMENT HAVE INDUCED FRANCHISEE TO EXECUTE THIS AGREEMENT. FRANCHISEE FURTHER UNDERSTANDS THAT CITY WIDE IS RELYING ON FRANCHISEE'S COVENANTS AND WARRANTIES IN EXECUTING THIS AGREEMENT. NO AMENDMENT, CHANGE, OR VARIANCE FROM THE TERMS OF THIS AGREEMENT WILL BE BINDING ON THE PARTIES UNLESS MUTUALLY AGREED TO BY THE PARTIES AND EXECUTED BY THEM IN WRITING. NOTHING IN THIS AGREEMENT, OR ANY RELATED AGREEMENT IS INTENDED TO DISCLAIM THE REPRESENTATIONS MADE IN THE FRANCHISE DISCLOSURE DOCUMENT, ITS EXHIBITS AND AMENDMENTS.
BEFORE SIGNING THIS AGREEMENT, FRANCHISEE SHOULD READ THE DOCUMENT CAREFULLY WITH THE ASSISTANCE OF A TRUSTED ADVISOR SUCH AS AN ACCOUNTANT OR ATTORNEY.
CITY WIDE HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES, OR INDUCEMENTS, EXPRESS OR IMPLIED, TO FRANCHISEE CONCERNING PROJECTED PROFITS.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to the 2025 City Wide Franchise Disclosure Document, the franchise agreement contains an entire agreement clause. This clause specifies that the franchise agreement represents the complete understanding between City Wide and the franchisee regarding the franchise operation. It also states that the agreement takes precedence over any prior agreements or discussions, whether oral or written. To make any changes to the agreement, both parties must provide written consent from an authorized representative.
City Wide ensures that franchisees acknowledge they have had the opportunity to consult with their own advisors and that City Wide's attorneys have not represented them. Franchisees also acknowledge that they are not third-party beneficiaries of any other agreements City Wide may have. The franchisee's success depends on their independent control over their business, subject to the conditions outlined in the franchise agreement.
Furthermore, the franchisee acknowledges that the franchise agreement, its exhibits, and referenced documents constitute the entire agreement. Franchisees confirm that no representations differing from the agreement or the Franchise Disclosure Document (FDD) have influenced their decision. City Wide relies on these acknowledgments when entering into the agreement. The document also advises franchisees to seek advice from a trusted advisor before signing the agreement and states that City Wide has not made any representations or guarantees regarding projected profits.