Can RCW 19.100.180 supersede provisions in the Clear Pest Pros franchise agreement?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
1. BACKGROUND.
We and you are parties to that certain Franchise Agreement that has been signed concurrently with the signing of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the Clear Pest Pros Business that you will operate under the Franchise Agreement was made in the State of North Dakota, and/or (b) you are a resident of North Dakota and your Business will be located or operated in North Dakota.
2. AGREEMENTS/RELEASES.
Sections 10.B.8, 11.C and 12.A. of the Franchise Agreement are amended by adding the following: "Any release required as a condition of renewal and/or assignment/transfer will not apply to the extent otherwise prohibited by applicable law with respect to claims arising under the North Dakota Franchise Investment Law.
3. COVENANT NOT TO COMPETE.
Section 13.D of the Franchise Agreement is amended by adding the following: "Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota. However, you acknowledge and agree that we intend to seek enforcement of these provisions to the extent allowed under the law.
4. GOVERNING LAW.
The following is added to the end of Section 15.H. of the Franchise Agreement: "except as otherwise required by North Dakota law.
5. DISPUTE RESOLUTION PROCEDURES.
Section 15.F.3 of the Franchise Agreement is amended by adding the following language: "Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, and subject to Franchisee's dispute resolution obligations, Franchisee may bring an action in North Dakota for claims arising under the North Dakota Franchise Investment Law.
6. WAIVER OF EXEMPLARY AND PUNITIVE DAMAGES AND JURY TRIAL.
To the extent required by the North Dakota Franchise Investment Law, the following language is deleted fr
Source: Item 22 — CONTRACTS (FDD pages 67–68)
What This Means (2025 FDD)
According to the 2025 FDD, the franchise agreement for Clear Pest Pros addresses the potential superseding of its provisions by franchise laws in specific states. For franchisees operating in or residing in North Dakota, certain sections of the agreement are modified to comply with the North Dakota Franchise Investment Law.
Specifically, the addendum for use in North Dakota states that any release required as a condition of renewal or assignment will not apply if prohibited by the North Dakota Franchise Investment Law regarding claims arising under that law. Additionally, while Clear Pest Pros intends to seek enforcement of non-compete provisions, the franchisee acknowledges that such covenants are generally considered unenforceable in North Dakota, and enforcement will be pursued only to the extent allowed by law. The governing law section of the franchise agreement is also modified to accommodate North Dakota law, and dispute resolution procedures are amended to allow franchisees to bring actions in North Dakota for claims arising under the North Dakota Franchise Investment Law, subject to the franchisee's dispute resolution obligations.
Furthermore, the waiver of exemplary and punitive damages and jury trial is deleted to the extent required by the North Dakota Franchise Investment Law. This indicates that the Clear Pest Pros franchise agreement acknowledges and accommodates the franchise laws of North Dakota, ensuring that the agreement complies with those laws where applicable. Prospective franchisees should consult with legal counsel to understand the full implications of these modifications and how they affect their rights and obligations under the franchise agreement.