What is the relationship between the Franchise Agreement and the Business Development Center Agreement regarding amendments for City Wide?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to the 2025 City Wide Franchise Disclosure Document, the Franchise Agreement and the Business Development Center Agreement are related in that they both require mutual written agreement for any amendments to be binding. Specifically, the Business Development Center Agreement is considered Attachment K to the Franchise Agreement. This means that both City Wide and the franchisee must agree to any changes in writing for them to be effective.
This requirement protects both the franchisor and the franchisee by ensuring that no unilateral changes can be made to the agreements. It provides a level of certainty and predictability in the business relationship. Prospective franchisees should understand that any promises or representations made by City Wide representatives that are not explicitly included in these written agreements are not binding.
Furthermore, the FDD emphasizes that franchisees should seek advice from trusted advisors, such as accountants or attorneys, before signing the agreements. This underscores the importance of fully understanding the terms and conditions outlined in both the Franchise Agreement and the Business Development Center Agreement, as well as the implications of any amendments that may be proposed during the franchise term. This also ensures that the franchisee acknowledges that the agreement, its exhibits, and referenced documents constitute the entire agreement, superseding any prior agreements.