According to the addendum, what agreement is being amended and revised for Epcon Communities?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
-| | Signature – Witness as to Name | By: Date: [Name, Title] | | Name Printed: | | | Signature – Witness as to Name | By: Date: [Name, Title] | | Name Printed: | | | Witnesses: | Epcon: Epcon Communities Franchising, LLC | | Signature – Witness as to Joseph R. Karpowicz | By: Joseph R. Karpowicz, Assistant General Counsel | | Name Printed: | | | Signature – Witness as to Paul W. Hanson | By: Paul W. Hanson, President of Franchising | | Name Printed: | Date: |
EXHIBIT S OF FRANCHISE DISCLOSURE DOCUMENT
TECHNOLOGY ROYALTY ADDENDUM TO EPCON COMMUNITIES FRANCHISING, LLC FRANCHISE AGREEMENT
| This Technology Royalty Addendum to Epcon Communities Franchising, LLC Franchise Agreement | |
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| (hereinafter the "Addendum") is agreed to this day of, 20, by and between Epcon | |
| Communities Franchising, LLC ("Franchisor") and ("Franchisee") to | |
| amend and revise the Franchise Agreement between the parties, dated(the | |
| "Franchise Agreement"). |
Background
WHEREAS, pursuant to a request by Franchisee to modify certain terms and provisions of the Franchise Agreement, Franchisee and Franchisor have agreed to amend the Franchise Agreement; and,
WHEREAS, Franchisee and Franchisor shall execute this Addendum to evidence said modifications to the Franchise Agreement.
Agreement
NOW, THEREFORE, in consideration of the foregoing, of the agreements, terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, each intending to be legally bound hereby.
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- All capitalized terms herein which are not separately defined herein shall have the meanings ascribed to these terms in the Franchise Agreement.
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- In the event of a conflict between the terms of the Franchise Agreement and the terms of this Addendum, the terms of this Addendum shall control.
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- Except as specifically modified by this Addendum, all terms of the Franchise Agreement are in full force and effect.
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- The Addendum and the Franchise Agreement are hereinafter collectively referred to as the "Agreement".
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- A third-party, Higharc Inc. ("Higharc"), pursuant to a contract with Franchisor, provides certain construction related services through a cloud-based platform for use by Franchisor and qualifying Epcon Communities franchisees. Those services, which may change from time-to time without prior notice to Franchisee, may include all or part of the following: access by Franchisee to the current versions of the eight primary detached plans that are part of the "P-Series" (Palazzo, Portico, Promenade, Provenance) and "R-Series" (Capri, Salerno, Torino, Verona) of the Franchisor's Development System, which plans Franchisor may change from time to time in accordance with the terms of the Franchise Agreement (the "Plans"); a community management tool that shows available Units and inventory Units; enhanced sales and marketing materials that allow for personalization of the Plans for each homebuyer's choices; the creation of job-specific construction drawings that match each homebuyer's structural option selections; and the generation of job-specific key measure reports for guidance in estimating quantities of materials needed for construction of a Unit (collectively, the "Higharc Services").
Franchisee, upon execution of this Addendum, shall be granted the non-exclusive right to access and use the Higharc Services, upon the terms and conditions set forth in this Addendum and the Franchise Agreement. Upon the execution of this Addendum, Franchisor shall cooperate and work with Franchisee to implement the use of the Higharc Services solely in connection with Franchisee's development of the Project and sales of the Units in the Project.
Franchisee shall at all times comply with any and all terms and conditions of Higharc related to the use of the Higharc Services. Franchisee's compliance with such terms and conditions shall be determined by Franchisor and/or Higharc in their sole discretion. In addition, as one of the conditions of its right to use the Higharc Services, Franchisee agrees to accept and abide by any conditions of use published or provided by Franchisor from time to time in connection with the Higharc Services. Franchisee's compliance with such terms and conditions shall be determined by Franchisor in its sole discretion.
Franchisee acknowledges that Franchisor may, in its sole discretion, suspend, limit or revoke a Franchisee's right to use the Higharc Services if Franchisor determines that Franchisee, its agents, employees or owners, have failed to comply with the requirements and obligations pertaining to the Higharc Services. Notwithstanding any such suspension, limitation or revocation described above, the obligations of Franchisee to pay the Technology Royalty under this Addendum will continue without reduction until such time as all amounts owed by Franchisee to Franchisor under the terms of this Addendum are indefeasibly paid in full.
In consideration for use of the Higharc Services, commencing with the date of execution of this Addendum, contemporaneously with the closing of the sale of each Unit in the Project, Franchisee shall remit (or have the escrow agent, attorney, or any other person conducting closings remit) a payment to Franchisor in an amount equal to One-Thousand Five Hundred No/100 Dollars ($1,500.00) (the "Technology Royalty"). No later than two days prior to a Unit's closing, a Settlement Statement or Settlement Disclosure Form, reflecting the applicable Technology Royalty payment for such Unit, shall be provided to Franchisor.
Source: Item 23 — RECEIPTS (FDD pages 86–280)
What This Means (2025 FDD)
According to the 2025 FDD, the addendum revises and amends the 'Franchise Agreement' between Epcon Communities Franchising, LLC and the franchisee. Several addenda are included, each pertaining to specific states like Virginia, Maryland, and Illinois, or to specific agreements like the Market Hold Agreement or Technology Royalty Agreement.
The addenda serve to modify the original Franchise Agreement to account for state-specific laws or to address particular aspects of the franchise relationship. For example, the addendum for Maryland modifies sections related to transfer, termination, arbitration, and venue to ensure compliance with Maryland's franchise laws. Similarly, the addendum for Illinois modifies the Market Hold Agreement.
Prospective franchisees should carefully review any addenda applicable to their specific state or agreement type, as the terms of the addenda will take precedence over the original Franchise Agreement in case of any conflict. These addenda highlight the importance of understanding the full scope of the franchise agreement and any modifications that may apply.