Does the Cordova franchise agreement address the franchisee's bill of rights?
Cordova Franchise · 2025 FDDAnswer from 2025 FDD Document
of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of North Dakota Law are met independently without reference to this amendment.
IN WITNESS WHEREOF, the parties have duly executed and delivered this North Dakota amendment to Cordova Franchising, LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: Cordova Franchising, LLC | Franchisee: | |
|---|---|---|
| By: | Signature | |
| Signature | ||
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
WASHINGTON FRANCHISE AGREEMENT AMENDMENT
Amendments to the Cordova Franchise Agreement:
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
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- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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- Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
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- Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
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- General Release. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
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- Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
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- Transfer Fees. Transfer fees are collectable only to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
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- Termination by Franchisee. The franchisee may terminate the franchise agreement under any grounds permitted under state law.
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- Certain Buy-Back Provisions. Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee's business for any reason during the term of the franchise agreement without the franchisee's consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
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- Fair and Reasonable Pricing. Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
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- Waiver of Exemplary & Punitive Damages. RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
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- Franchisor's Business Judgement. Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
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- Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
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- Attorneys' Fees. If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys' fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
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- Noncompetition Covenants. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.
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- Nonsolicitation Agreements. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
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- Questionnaires and Acknowledgments. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- Prohibitions on Communicating with Regulators. Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).
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- Advisory Regarding Franchise Brokers. Under the Washington Franchise Investment Protection Act, a "franchise broker" is defined as a person that engages in the business of the offer or sale of franchises. A franchise broker represents the franchisor and is paid a fee for referring prospects to the franchisor and/or
selling the franchise. If a franchisee is working with a franchise broker, franchisees are advised to carefully evaluate any information provided by the franchise broker about a franchise
IN WITNESS WHEREOF, the parties have duly executed and delivered this Washington State amendment to the Cordova Franchising, LLC Franchise Agreement on the same date as the Franchise Agreement was executed.
| Franchisor: Cordova Franchising, LLC | Franchisee: | |
|---|---|---|
| By: | Signature | |
| Signature | ||
| Name and Title (please print) | Name (please print) | |
| Dated | Dated |
Franchise Disclosure Document Exhibit I - State Effective Dates
State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure Document be registered or filed with the states, or be exempt from registration:
California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
This document is effective and may be used in the following states, where the document is filed, registered or exempt from registration, as of the Effective Date stated below:
| Effective Dates | |
|---|---|
| California | |
| Hawaii | |
| Illinois | |
| Indiana | |
| Maryland | |
| Michigan | |
| Minnesota | |
| New York | |
| North Dakota | |
| Rhode Island | |
| South Dakota | |
| Virginia | |
| Washington | |
| Wisconsin |
Other states may require registration, filing, or exemption of a franchise under other laws, such as those that regulate the offer and sale of business opportunities or seller-assisted marketing plans.
Franchise Disclosure Document Exhibit J – Receipts
Cordova Franchising, LLC RECEIPT
This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in plain language. Read this Disclosure Document and all the agreements carefully.
If Cordova Franchising, LLC offers you a franchise, we must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate of ours in connection with the proposed franchise sale.
New York and Rhode Island require that we give you this document at the earlier of the first personal meeting or 10 business days before the execution of the franchise or other agreements or the payment of any consideration that relates to the franchise relationship. Michigan requires that we give you this Disclosure Document at least 10 business days before the signing of any binding franchise or other agreement, or the payment of any consideration, whichever occurs first.
If Cordova Franchising, LLC does not deliver this Disclosure Document on time of if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the applicable state administrator identified in Exhibit A of this Disclosure Document. We authorize the respective state agencies identified in Exhibit B of this Disclosure Document to receive service of process for us in the particular state.
The Issuance Date of this Disclosure Document is: May 30, 2025
The franchise sellers for this offering are:
| Name | Principal Business Address | Telephone Number |
|---|---|---|
| Gabriel | 6767 Maple Street, Omaha, Nebraska 68104 | (402) 325-1160 |
| Romero | ||
| Vince Vigneri | 6767 Maple Street, Omaha, Nebraska 68104 | (402) 880-6311 |
I received a Disclosure Document issued on May 30, 2025 that included the following exhibits:
| A. List of State Administrators | F. List of Franchisees |
|---|---|
| B. List of Agents for Service of Process | G. List of Franchisees Who Have Left the System |
| C. |
Source: Item 23 — RECEIPTS (FDD pages 44–195)
What This Means (2025 FDD)
According to Cordova's 2025 Franchise Disclosure Document, the franchise agreement addresses the franchisee's bill of rights specifically for franchisees in Washington state. The Washington Franchise Agreement Amendment acknowledges that RCW 19.100.180, which pertains to the Franchisee Bill of Rights, may supersede provisions within the franchise agreement. This means that certain rights granted to franchisees under Washington law will take precedence over conflicting terms in the franchise agreement, especially concerning termination and renewal. Cordova franchisees in Washington should be aware of these protections.
For franchisees in New York, the Cordova franchise agreement includes amendments to ensure that the rights and causes of action arising from the New York General Business Law Sections 680-695 remain in force. These amendments, found in Articles 14.C, 15.B, and a new subarticle 18.Z, explicitly state that nothing in the agreement should be considered a waiver of any right conferred upon the franchisee by these sections of New York law. This protects the franchisee's rights related to transfer, renewal, and general legal protections under New York law.
Similarly, for franchisees in Minnesota, the Cordova franchise agreement is amended to recognize the requirements of the Minnesota Statutes, Chapter 80C, and Minnesota Franchise Rules, Chapter 2860. The amendments to Articles 14.C and 15.B ensure that all rights and causes of action arising in the franchisee's favor from the Minnesota Franchise Act remain in force. Additionally, Minnesota law provides specific termination and non-renewal rights, requiring Cordova to give a franchisee 180 days' notice of nonrenewal in most cases, as per Minn. Stat. Sect. 80C.14 Subdivisions 3, 4, and 5.
For franchisees in Hawaii, the Cordova franchise agreement is modified to comply with the Hawaii Franchise Investment Law. Amendments to Sub-Articles 14.C.(6) and 15.B.(8) ensure that all rights and causes of action arising from the Hawaii Franchise Investment Law remain in effect. The law provides rights concerning non-renewal, termination, and transfer of the franchise agreement, and it will control if any provision in the Cordova agreement is inconsistent with it.
For franchisees in Maryland and Illinois, the Cordova franchise agreement includes amendments to comply with the Maryland Franchise Registration and Disclosure Law and the Illinois Franchise Disclosure Act, respectively. These amendments address issues such as dispute resolution, waivers, choice of law, and rights upon termination and non-renewal, ensuring that franchisees in these states retain their legal protections under state law. Specifically, in Maryland, franchisees may bring a lawsuit for claims arising under the Maryland Franchise Registration and Disclosure Law, and any claims must be brought within three years after the grant of the franchise. In Illinois, any provision designating jurisdiction or venue outside the state is void, although arbitration outside Illinois is permitted, and the franchisee's rights upon termination and non-renewal are protected under Sections 19 and 20 of the Illinois Franchise Disclosure Act.