factual

Under what circumstances is the Crisp & Green Addendum executed?

Crisp_Green Franchise · 2024 FDD

Answer from 2024 FDD Document

xecuted.

GUARANTOR(S):

PERCENTAGE OF OWNERSHIP INTERESTS IN DEVELOPER OWNER SPOUSE OF OWNER
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EXHIBIT B STATE-SPECIFIC ADDENDA

ADDENDUM TO THE CRISP & GREEN AREA DEVELOPMENT AGREEMENT FOR THE STATE OF ILLINOIS

Notwithstanding anything to the contrary set forth in the Crisp & Green Franchising LLC Area Development Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Crisp & Green franchises offered and sold in the state of Illinois:

This Illinois Addendum is only applicable if the developer is domiciled in Illinois or if the offer of the franchise is made or accepted in Illinois and the franchise business is or will be located in Illinois.

    1. Notwithstanding the fact that the Area Development Agreement requires that the Agreement be governed by the laws of the State of Minnesota, to the extent required by Rule 200.608 of the Illinois Franchise Disclosure Laws, the Agreement shall be governed and construed in accordance with the laws of the State of Illinois.
    1. The other conditions under which your franchise can be terminated and your rights of nonrenewal may be affected by Illinois Law, 815 Illinois Compiled Statutes 705/19 and 705/20.
    1. Section 4 of the Illinois Franchise Disclosure Act states that "Any provision of a franchise agreement which designates jurisdiction or venue in a forum outside of this state (Illinois) is void with respect to any cause of action which otherwise is enforceable in this State, provided that a franchise agreement may provide for arbitration in a forum outside of this State."
    1. Any condition, stipulation or provision purporting to bind any person acquiring a franchise to waive requirements with any provisions of the Illinois Franchise Disclosure Act or any other law of the State of Illinois is void. This shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under the provisions of the Illinois Franchise Disclosure Act, nor shall it prevent the arbitration of any claims pursuant to the provisions of Title IX of the United States Code.
    1. Section 5 of the Area Development Agreement shall be modified by the addition of the following sentence at the end of such section.
    • "To the extent required by Illinois law, the Franchisor shall provide reasonable notice to the Developer with the opportunity to cure any defaults under this Section 5, to the extent required by Illinois law, which in no event shall be less than ten (10) days, and in no event shall such notice be required to be greater than thirty (30) days."
    1. 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.

  1. Each provision of this Addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Illinois Franchise Disclosure Act are met independently without reference to this Addendum.

Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.

| CRISP & GREEN FRANCHISING LLC, a Minnesota limited liability company | | |----------------------------------------------------------------------------|--------------------------------------------------------------------| | | (Name of corporation, limited liability company or partnership) | | By: | By: | | Print Name: | Print Name: | | Title: | Title: |

ADDENDUM TO THE CRISP & GREEN AREA DEVELOPMENT AGREEMENT FOR THE STATE OF MARYLAND

Notwithstanding anything to the contrary set forth in the Crisp & Green Franchising LLC Area Development Agreement, the following provisions shall supersede and apply to all Crisp & Green franchises sold to residents in the state of Maryland:

    1. Section 5 of the Area Development Agreement is revised to provide that termination upon bankruptcy might not be enforceable under the U.S. Bankruptcy Act, but Franchisor intends to enforce it to the extent enforceable.
    1. Section 9 of the Area Development Agreement is revised to include the following language:

"Notwithstanding the standing provisions of this section, you may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise."

    1. The representations made in the Area Development Agreement are not intended to nor should they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
    1. Section 7 of the Area Development Agreement is revised to provide that, pursuant to COMAR 02.02.08.16L, the general release required as a condition to renewal, sale or consent to assignment/transfer, shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
    1. The Area Development Agreement states that Minnesota law generally applies. However, the conditions under which your franchise can be terminated and your rights upon nonrenewal may be affected by Maryland law, and we will comply with that law in Maryland.
    1. Notwithstanding anything to the contrary in the Area Development Agreement, nothing will prevent the Franchisee from filing suit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
    1. 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.
    1. Each provision to this Addendum to the Area Development Agreement shall be effective only to the extent that, with respect to such provision, the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met independently without reference to this Addendum.

Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.

CRISP & GREEN FRANCHISING LLC, a

Minnesota limited liability company (Name of corporation, limited liability company or partnership) By: By: Print Name: Print Name: Title: Title:

ADDENDUM TO THE CRISP & GREEN AREA DEVELOPMENT AGREEMENT FOR THE STATE OF MINNESOTA

Notwithstanding anything to the contrary set forth in the Crisp & Green Franchising LLC Area Development Agreement, the following provisions shall supersede and apply to all Crisp & Green franchises offered and sold in the state of Minnesota:

This Minnesota Addendum is only applicable if you are a resident of Minnesota or if your business will be located in Minnesota.

    1. Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.
    1. Franchisor will comply with Minn. Stat. Section 80C.14, subds. 3, 4 and 5, which require, except in certain specified cases, that the Developer be given 90 days' notice of termination (with 60 days to cure).
    1. Franchisor shall not require Developer to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes
    1. No statement, questionnaire, or acknowledgement 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 with the franchise.

[Signature page follows.]

Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.

CRISP & GREEN FRANCHISING LLC, a

Minnesota limited liability company (Name of corporation, limited liability company or partnership) By: By: Print Name: Print Name: Title: Title:

ADDENDUM TO THE CRISP & GREEN AREA DEVELOPMENT AGREEMENT FOR THE STATE OF NEW YORK

Notwithstanding anything to the contrary set forth in the Crisp & Green Franchising LLC Area Development Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Crisp & Green franchises offered and sold in the state of New York:

This New York Addendum is only applicable if you are a resident of New York or if your business will be located in New York.

  1. Section 9 of the Area Development Agreement is revised to include the following language:

Provided, however, that all rights arising under Franchisee's favor from the provisions of Article 33 of the GBL of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provisions of GBL Section 687.4 and 687.5 be satisfied.

  1. The Area Development Agreement is modified by the addition of the following to Section 5:

In addition, Franchisee shall have the right to terminate the Area Development Agreement to the extent allowed under applicable law.

  1. Section 7 of the Area Development Agreement is revised to include the following:

Franchisor will not make an assignment except to an assignee who, in Franchisor's good faith judgment, is willing and able to assume its obligations under the Agreement.

  1. 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.

[Signature page follows.]

Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.

CRISP & GREEN FRANCHISING LLC, a

Minnesota limited liability company (Name of corporation, limited liability company or partnership) By: By: Print Name: Print Name: Title: Title:

ADDENDUM TO THE CRISP & GREEN AREA DEVELOPMENT AGREEMENT FOR THE STATE OF NORTH DAKOTA

Notwithstanding anything to the contrary set forth in the Crisp & Green Franchising LLC Area Development Agreement, the following provisions shall supersede any inconsistent provisions and apply to all Crisp & Green franchises offered and sold in the state of North Dakota:

This North Dakota Addendum is only applicable if you are a resident of North Dakota or if your business will be located in North Dakota.

    1. Section 9 of the Area Development Agreement is amended to provide that the prevailing party in any enforcement action is entitled to recover all costs and expenses, including attorneys' fees.
    1. Section 6.B of the Area Development Agreement is modified to delete any requirement that franchisee consent to termination penalties or liquidated damages.
    1. 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.

Source: Item 23 — RECEIPTS (FDD pages 66–252)

What This Means (2024 FDD)

According to the 2024 Crisp & Green FDD, addenda to the franchise or area development agreement are executed to address specific state laws and regulations. For instance, there are addenda for Illinois, Maryland, Minnesota, North Dakota, Rhode Island, Virginia, and Washington. These addenda modify the standard Crisp & Green agreements to ensure compliance with the franchise laws of those states. The Illinois Addendum applies if the developer is domiciled in Illinois, or if the franchise offer is made or accepted in Illinois and the franchise business is or will be located there. The North Dakota Addendum is applicable if the franchisee is a resident of North Dakota or if the business will be located in North Dakota. Similarly, the Washington Addendum applies to residents of Washington or businesses located in Washington. The Rhode Island Addendum pertains to franchises sold in Rhode Island to comply with Rhode Island statutes and regulations. The Virginia and Maryland Addenda are implemented to comply with the Virginia Retail Franchising Act and the Maryland Franchise Registration and Disclosure Law, respectively. The Minnesota Addendum applies to residents of Minnesota or if the business will be located in Minnesota.

These addenda often include provisions that supersede conflicting terms in the standard franchise or area development agreements. For example, the Maryland addendum specifies that general release language required for renewal or transfer does not apply to claims arising under Maryland franchise law. It also clarifies that franchisees may sue in Maryland for claims under the Maryland Franchise Registration and Disclosure Law, despite the standard agreement's litigation venue provisions. The Virginia addendum addresses the restrictions contained in the Virginia Retail Franchising Act, particularly regarding termination of a franchise without reasonable cause. The Rhode Island addendum includes the requirement that, in certain circumstances, a franchisee receive 90 days' notice of termination, cancellation, non-renewal or substantial change in competitive circumstances.

Several addenda also include a provision ensuring that no statement or acknowledgment signed by the franchisee can waive claims under state franchise law or disclaim reliance on statements made by the franchisor. This provision is included in the addenda for Minnesota, North Dakota, Virginia, and other states. Furthermore, many addenda contain language stating that their provisions are effective only if the jurisdictional requirements of the relevant state laws are met independently, without relying on the addendum itself. This ensures that the addendum's provisions are only applied when legally required by state law. Prospective Crisp & Green franchisees should carefully review any state-specific addenda to understand how their rights and obligations may be modified by local laws.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.