Under what circumstances is the Rider to the Franchise Agreement signed for a Cool Binz franchise?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
f the Franchise Agreement is amended by adding the following language:
Modifications to the Operations Manual will not unreasonably affect Franchisee's obligations, including economic requirements, under this Agreement.
In all other respects, the terms and conditions contained in your Franchise Agreement, and any previous Addendums to your Franchise Agreement, remain in effect.
COOL BINZ INTERNATIONAL, LLC
ADDENDUM TO THE FRANCHISE AGREEMENT FOR USE IN NORTH DAKOTA
This is a Rider to the Franchise Agreement which is being executed concurrently with this Rider, between Franchisor and Franchisee.
Notwithstanding anything to the contrary in the Franchise Agreement, in the event of a conflict between the terms of this Rider and the terms of the Franchise Agreement, the terms of this Rider shall control and supersede the Franchise Agreement. Any terms not defined herein shall have the same meanings as in the Franchise Agreement and any references to sections and paragraphs refer to the sections and paragraphs of the Franchise Agreement unless stated otherwise.
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 COOL BINZ 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. of the Franchise Agreement is amended by adding the following language:
"Notwithstanding the foregoing, you shall not be required to consent to the jurisdiction of courts outside of North Dakota."
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 from Section 15.I. of the Franchise Agreement.
"You hereby waive to the fullest extent permitted by law, any right to or claim for any punitive, exemplary, incidental, indirect, special or consequential damages (including, without limitation, lost profits) against us arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise) and agree that in the event of a dispute, that your recovery is limited to actual damages."
"You and we irrevocably waive trial by jury in any action, proceeding, or counterclaim, whether at law or in equity, brought by either of us."
7. LIQUIDATED DAMAGES.
Notwithstanding Item 17(i) of the Franchise Disclosure Document or Section 12.D of the Franchise Agreement, you are not required to consent to termination or liquidated damages and any such language is hereby deleted from the Franchise Agreement and Franchise Disclosure Document.
8. LIMITATIONS OF CLAIMS.
Section 15.K. of the Franchise Agreement is amended by adding the following:
"The time limitations set forth in this subsection might be modified by the North Dakota Franchise Investment Law."
In all other respects, the terms and conditions contained in your Franchise Agreement, and any previous Addendums to your Franchise Agreement, remain in effect.
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- RECOVERY OF FEES.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, a Rider to the Franchise Agreement is signed concurrently with the Franchise Agreement under specific circumstances related to the location of the franchise. For franchisees operating in North Dakota, New York, and Minnesota, there are specific addenda that address state-specific legal requirements and provisions.
For North Dakota, the Rider is signed if the offer or sale of the Cool Binz franchise was made in North Dakota, or if the franchisee is a resident of North Dakota and their business will be located or operated in North Dakota. Similarly, for New York, the Rider is signed if the offer or sale of the franchise was made in New York, or if the franchisee is a resident of New York and will operate the business in New York. For Minnesota, the Rider is executed if the offer or sale of the franchise was made in Minnesota and the franchisee will operate there, or if the franchisee is a resident of Minnesota.
These Riders modify certain sections of the standard Franchise Agreement to ensure compliance with state laws. In the event of a conflict between the Rider and the Franchise Agreement, the terms of the Rider will take precedence. This ensures that Cool Binz franchisees are protected by and compliant with the specific regulations of their state.
Prospective franchisees should carefully review the Rider applicable to their state, as it contains important modifications to the standard Franchise Agreement. It is also advisable to seek legal counsel to fully understand the implications of these state-specific provisions.