Under the Ella Cafe Confidentiality Agreement, under which state's laws will the agreement be construed?

According to Ella Cafe's 2024 Franchise Disclosure Document, the Confidentiality Agreement will be construed under the laws of the State of Florida. This means that if there are any disputes or questions regarding the interpretation or enforcement of the agreement, Florida law will govern the legal proceedings.

This is a standard clause in franchise agreements, as it provides clarity and predictability regarding the legal framework that will be applied. It is important for prospective Ella Cafe franchisees to understand which state's laws will govern the agreement, as this can impact their rights and obligations. Franchisees should familiarize themselves with Florida law or seek legal counsel to understand the implications of this clause.

Furthermore, the FDD states that the franchisee waives trial by jury in any action, proceeding, or counterclaim, whether at law or in equity, involving Ella Cafe, which arises out of or is related in any way to the Development Agreement and/or the performance of any party under the Development Agreement. The franchisee also acknowledges that they are to receive valuable information emanating from Ella Cafe's principal business office, wherever it may be located, and irrevocably consents to personal jurisdiction and submits to the jurisdiction of the federal and state courts that service the county where Ella Cafe's principal business office is located. However, Ella Cafe or the Developer may bring and maintain an action against the franchisee in any court of competent jurisdiction for injunctive or other extraordinary relief against threatened conduct that will cause it loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary and permanent injunctions.