Can City Wide modify the Operating Manual during the term of the City Wide franchise agreement?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
for the Franchised Business's products and designated service and product lines. Franchisee's failure to devote Franchisee's best efforts to adequately represent the Marks and the System at Franchisee's Location will be deemed to be just cause for CITY WIDE to terminate this Agreement.
CITY WIDE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, VALIDITY OR ENFORCEABILITY OF ANY COPYRIGHTS REFERENCED IN THIS AGREEMENT.
SECTION 8. Confidential Operating Manual
- 8.1 During the Term CITY WIDE will provide Franchisee with access to CITY WIDE's current confidential Operating Manual, containing reasonable and mandatory specifications, standards, operating procedures and rules prescribed from time to time by CITY WIDE for the Franchised Business and information relative to Franchisee's other obligations under this Agreement and the operation of the Franchised Business. CITY WIDE will have the right to add to and otherwise modify and replace the Operating Manual from time to time, provided that no such addition or modification will alter Franchisee's fundamental status and rights under this Agreement.
- 8.2 The Operating Manual will alwaysremain the sole property of CITY WIDE and Franchisee will promptly cease to use any electronic versions and destroy any printed copies upon the expiration or other termination of this Agreement. Franchisee agrees and covenants that Franchisee will not disclose, duplicate, or otherwise use in an unauthorized manner any portion of the Operating Manual.
- 8.3 The Operating Manual contains proprietary information of CITY WIDE and is considered Confidential Information (as defined in Section 9). The Operating Manual will be kept confidential by Franchisee both during and after the expiration or termination of this Agreement. For the elimination of doubt, the entire Operating Manual is designated as confidential.
- 8.4 Failure to follow the mandatory specifications and standards set forth in the Operating Manual, as amended from time to time, constitute a material breach of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, City Wide retains the right to modify the Operating Manual during the franchise term. Specifically, City Wide can add to, modify, and replace the Operating Manual periodically. These modifications will be communicated to the franchisee and accessible electronically.
However, there is a condition placed on City Wide's ability to make changes. Any addition or modification to the Operating Manual must not fundamentally alter the franchisee's status and rights under the Franchise Agreement. This clause provides some protection to the franchisee, ensuring that changes to the manual do not drastically impact their established rights and obligations.
The Operating Manual contains mandatory specifications, standards, operating procedures, and rules that City Wide prescribes for the franchised business. Franchisees are required to follow these specifications and standards, and failure to do so can be considered a material breach of the Franchise Agreement. If the breach is not resolved within 30 days of written notice from City Wide, the agreement may be terminated. This underscores the importance of staying current with any changes to the Operating Manual and adhering to the updated guidelines.
Franchisees must also ensure that the proper copyright notice appears on all copies of materials, including printed copies of City Wide's Operating Manual. Furthermore, franchisees are required to maintain insurance coverage and policy limits as set forth in the Operating Manual, which may be modified by City Wide from time to time. This highlights the franchisee's responsibility to stay informed about changes to operational requirements and insurance obligations as communicated through updates to the Operating Manual.