What is the relationship between the City Wide Franchise Agreement and the Addendum?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
2.2.9 Franchisee must execute the form of franchise agreement being used by CITY WIDE at the time Franchisee renews, including the Successor Addendum (See Attachment J) (collectively, "Successor Franchise Agreement"), which Successor Franchise Agreement will in all respects supersede this Agreement and the terms of which may differ from the terms of this Agreement, including, without limitation, a higher percentage Royalty Fee (See Section 3.7.1) and Marketing Fee (See Section 3.7.2(a).
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.
ATTACHMENT J TO THE FRANCHISE AGREEMENT
SUCCESSOR ADDENDUM
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, the Franchise Agreement and any attached exhibits and documents referred to within it constitute the entire agreement between the parties. This agreement supersedes any prior written or oral agreements related to the franchise. City Wide franchisees are expected to acknowledge that no representations made outside of the Franchise Agreement or Franchise Disclosure Document have induced them to sign the agreement. Any changes to the agreement must be made in writing and agreed upon by both parties. The Franchise Disclosure Document's representations, exhibits, and amendments remain valid and are not disclaimed by the agreement.
Specifically, the Successor Addendum (Attachment J) is referenced as part of the renewal process. When a City Wide franchisee renews their agreement, they must execute the form of franchise agreement being used at that time, including the Successor Addendum. This Successor Franchise Agreement completely replaces the original agreement, and its terms may differ, potentially including higher royalty and marketing fees.
Prospective City Wide franchisees should carefully review all attachments and exhibits to the Franchise Agreement, as these are considered integral parts of the contract. It is also important to understand that the terms of the franchise agreement can change upon renewal, potentially impacting profitability through increased fees. Seeking legal counsel to review the agreement and all addenda is highly recommended before signing.