Under what conditions does Eos Worldwide require a franchisee to sign a general release?

h limits your right to a refund shall be qualified by the foregoing in the event you exercise this right to cancel the Franchise Agreement. In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF HAWAII

In recognition of the requirements of the Hawaii Franchise Investment Law, Hawaii Revised Statutes, Title 26, Chapter 482E et seq., the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. Termination; Non-Renewal and Transfers. The Hawaii Franchise Investment Law provides rights to Franchisee concerning non-renewal, termination and transfer of the Franchise Agreement. If the Agreement, and more specifically Sections 2.3 and 17, contains a provision that is inconsistent with the Hawaii Franchise Investment Law, the Hawaii Franchise Investment Law shall control.
• 1. General Release. Sections 2.3 and 15.5(f) require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Section 17.1 requires Franchisee to sign a general release as a condition to exercising its right to terminate the Franchise Agreement; each such release shall exclude claims arising under the Hawaii Franchise Investment Law.
• 1. Bankruptcy. Section 17.2(d), which terminates the Franchise Agreement upon the bankruptcy of Franchisee, may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101, et seq.).

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF IDAHO

In recognition of the requirements of the Idaho Code, Title 29, Chapter 1, Section 29-110 (Limitations on Right to Sue – Franchise Agreement), the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. Jurisdiction and Venue. Notwithstanding any provision in the Franchise Agreement to the contrary, in the event Franchisee is a business entity organized under the laws of the state of Idaho or is an individual resident of Idaho, jurisdiction and venue for court litigations shall be in Idaho, and any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside the State of Idaho is void.
• 1. Limitations of Claims. Notwithstanding any provision in the Franchise Agreement to the contrary, in the event Franchisee is an individual resident of Idaho, any provision in the Franchise Agreement which limits the time frame in which either party may enforce its rights is void.
• 1. No Limitations on Rights. Notwithstanding any provision in the Franchise Agreement to the contrary, in the event Franchisee is an individual resident of Idaho, any provision in the Franchise Agreement which restricts either party from enforcing its rights under this Agreement by the usual proceedings in ordinary tribunals is void.

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF ILLINOIS

In recognition of the requirements of the Illinois Franchise Disclosure Act, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. General Release. No general release shall be required as a condition of renewal, transfer or termination that is intended to require Franchisee to waive compliance with the Illinois Franchise Disclosure Act, 815 ILCS 705.
• 1. Governing Law. Section 20.1 of the Franchise Agreement is amended to provide that any provision that designates governing law to be other than Illinois is void under the Illinois Franchise Disclosure Act of 1987.
• 1. Jurisdiction and Venue. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in the Franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, the Franchise Agreement may provide for arbitration or mediation to take place outside of Illinois.
• 1. Termination and Non-Renewal. The conditions under which the Franchise Agreement can be terminated and Franchisee's rights upon termination or non-renewal, as well as the application by which Franchisee must bring any claims, may be governed by the Illinois Franchise Disclosure Act, 815 ILCS 705/19 and 705/20.
• 1. No Limitations on Rights. In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void. This Section shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under any of the provisions of the Illinois Franchise Disclosure Act, nor shall it prevent the arbitration of any claim pursuant to the provisions of Title 9 of the United States Code.
• 1. Limitations of Claims. No action for liability under the Illinois Franchise Disclosure Act shall be maintained unless brought before the expiration of three (3) years after the act or transaction constituting the violation upon which it is based, the expiration of one (1) year after Franchisee becomes aware of facts or circumstances reasonably indicating that he may have a claim for relief in respect to conduct governed by the Act, or ninety (90) days after delivery to Franchisee of a written notice disclosing the violation, whichever shall first expire.
• 1. 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.

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF INDIANA

In recognition of the requirements of the Indiana Deceptive Franchise Practices Law, IC 23-2.2.7 and the Indiana Franchise Disclosure Law, IC 23-2-2-2.5, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. Governing Law. The laws of the State of Indiana supersede any provision of the Franchise Agreement or Delaware Law if such provisions are in conflict with Indiana law. The Franchise Agreement will be governed by Indiana law.
• 1. General Release. Sections 2.3 and 15.5(f) require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Section 17.1 requires Franchisee to sign a general release as a condition to exercising its right to terminate the Franchise Agreement; such release shall exclude claims arising under the Indiana Deceptive Franchise Practices Law or the Indiana Franchise Disclosure Law.
• 1. Termination. Section 17 of the Franchise Agreement is amended to prohibit unlawful unilateral termination of a franchise unless there is a material violation of the Franchise Agreement and termination is not in bad faith.
• 1. Franchisee Indemnification. The Franchise Agreement is amended to provide that Franchisee shall not be required to indemnify Franchisor for any liability imposed upon Franchisor as a result of Franchisee's reliance upon or use of procedures or products that were required by Franchisor, if such procedures or products were utilized by Franchisee in the manner required by Franchisor.
• 1. Governing Law. Section 20.1 of the Franchise Agreement is amended to provide that in the event of a conflict of law, the Indiana Franchise Disclosure Law, IC 23-2-2.5, and the Indiana Deceptive Franchise Practices Law will prevail.
• 1. Jurisdiction and Venue. The Franchise Agreement is amended to provide that Franchisee may commence litigation in Indiana for any cause of action under Indiana law. Choice of forum for litigation will not be limited to the State of Delaware.
• 1. Arbitration. The Franchise Agreement is amended to provide that arbitration between Franchisor and Franchisee shall be conducted in Indiana or a site mutually agreed upon.

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF MARYLAND

In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, Md. Code Ann., Bus. Reg. §§14-201-14-233, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. General Release. Sections 2.3 and 15.5(f) require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Section 17.1 requires Franchisee to sign a general release as a condition to exercising its right to terminate the Franchise Agreement; such release shall exclude claims arising under the Maryland Franchise Registration and Disclosure Law.
• 1. Dispute Resolution. The following language is added to Section 20 of the Franchise Agreement:
  • "Franchisee may bring a lawsuit in Maryland for claims arising out of the Maryland Franchise Registration and Disclosure Law. All claims arising under the Maryland Franchise Registration and Disclosure Law (Md. Code Bus. Reg., Sections 14-201 through 14-233) shall be commenced within three (3) years after the grant of the franchise."
• 1. Bankruptcy. Section 17.2(d), which terminates the Franchise Agreement upon the bankruptcy of Franchisee, may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101, et seq).
• 1. Governing Law. The Franchise Agreement requires that the Franchise be governed by the laws of the State of Delaware; however, in the event of a conflict of laws to the extent required by the Maryland Franchise Registration and Disclosure Law, the laws of the State of Maryland shall prevail.
• 1. Jurisdiction and Venue. The Franchise Agreement requires litigation to be conducted in the State of Delaware; the requirement shall not limit any rights Franchisee may have under the Maryland Franchise Registration and Disclosure Law to bring suit in the State of Maryland.
• 1. Arbitration. The Franchise Agreement requires arbitration to be conducted in the State of Michigan; the requirement shall not limit any rights Franchisee may have under the Maryland Franchise Registration and Disclosure Law to bring suit in the State of Maryland.
• 1. Limitations of Claims. Any Section of the Franchise Agreement or any questionnaire requiring Franchisee to assent to any release, estoppel or waiver of liability as a condition of purchasing the Franchise are not intended to, nor shall they act as a, release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law may be brought within three (3) years after the grant of the Franchise.
• 1. EOS Surety Bond. A surety bond has been obtained by Franchisor. The Maryland Securities Commissioner has made the issuance of Franchisor's permit contingent upon the Franchisor maintaining surety bond coverage acceptable to the Administrator until (a) all Maryland franchisees have (i) received all initial training that they are entitled to under the franchise agreement or Franchise Disclosure Document, and (ii) are open for business; or (b) the Administrator issues written authorization to the contrary.

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR MARYLAND FRANCHISEES ONLY (PLEASE SEE SECTION 21.6 OF THE FRANCHISE

AGREEMENT):

ACKNOWLEDGED AND AGREED:

FOR THE STATE OF MINNESOTA

In recognition of the Minnesota Franchise Law, Minn. Stat., Chapter 80C, Sections 80C.01 through 80C.22, and the Rules and Regulations promulgated pursuant thereto by the Minnesota Commission of Securities, Minnesota Rule 2860.4400, et. seq., the parties to the attached Franchise Agreement for EOS Worldwide Franchising, LLC agree as follows:

• 1. Termination By Franchisor. The Franchise Agreement is amended to add that with respect to franchises governed by Minnesota Law, Franchisor shall comply with Minnesota Statutes, Section 80C.14, Subd. 3-5, which requires, (except in certain specified cases) (1) that Franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement; and (2) that consent to the transfer of the franchise will not be unreasonably withheld.
• 1. General Release.

Source: Item 22 — CONTRACTS (FDD page 74)