Does the Epcon Communities agreement disclaim express representations made in the Franchise Disclosure Document?
Epcon_Communities Franchise · 2025 FDDAnswer from 2025 FDD Document
rtain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document.**
Franchise Agreement
| Provision | Section of Sublicense Agree ment | Summary |
|---|---|---|
| i. Franchisee’s obligations on termination/non-renewal | Section 5 | Cease use and, if applicable, return to us, the Marks, Epcon Communities Works, Development System or systems or parts of the Development System; cancel recording of Sublicense Agreement in all governmental records. |
| j. Assignment of contract by | Not Applicable | No restrictions on our right to assign as long as our |
| franchisor | obligations are assumed upon assignment. | |
| k. “Transfer” by franchisee -- | Section 1 | Transfer includes any transfer of the rights granted under |
| defined | the Sublicense Agreement. | |
| l. Franchisor approval of a | Not applicable | Not Applicable. |
| transfer by franchisee | ||
| m. Conditions for franchisor’s | Section 1 | Not Applicable. |
| approval of a transfer | ||
| n. Franchisor’s right of first | Not Applicable | Not Applicable. |
| refusal to acquire | ||
| franchisee’s business | ||
| o. Franchisor’s option to | Not Applicable | Not Applicable. |
| purchase franchisee’s | ||
| business | ||
| p. Death or disability of | Not Applicable | Not Applicable. |
| franchisee | ||
| q. Non-competition covenants | Not Applicable | Non-competition covenants in Section 10.6 of the |
| during the term of the | Franchise Agreement apply during the term of the | |
| franchise | Sublicense Agreement. | |
| r. Non-competition covenants | Not Applicable | Non-competition covenants in Section 13.7 of the |
| after the franchise is | Franchise Agreement apply during the term of the | |
| terminated or expires | Sublicense Agreement. | |
| s. Modification of the | Section 10.E | No modifications unless they are in writing and signed by |
| Agreement | both parties. | |
| t. Integration/merger clause | Section 10.E | Subject to applicable state law only the terms of the Sublicense Agreement and other related written agreements are binding. Any representations or promises outside of the disclosure document and Sublicense Agreement may not be enforceable. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 55–69)
What This Means (2025 FDD)
According to Epcon Communities' 2025 Franchise Disclosure Document, the Non-Disclosure and On-Line Information Access Agreement does not disclaim express representations made in the Franchise Disclosure Document. The integration/merger clause specifies that only the terms of the Non-Disclosure and On-Line Information Access Agreement and other related written agreements are binding, and any outside representations or promises may not be enforceable. However, the agreement clarifies that nothing within it is intended to disclaim the representations made in the franchise disclosure document furnished to the franchisee.
Similarly, the Sublicense Agreement contains a similar integration/merger clause. It states that only the terms of the Sublicense Agreement and other related written agreements are binding, subject to applicable state law. It also notes that representations or promises outside the disclosure document and Sublicense Agreement may not be enforceable. However, it explicitly states that nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments.
This means that, despite the presence of integration clauses that typically limit the enforceability of outside promises, Epcon Communities specifically ensures that the statements and representations within the Franchise Disclosure Document itself remain valid and are not disclaimed by these agreements. This provides a level of assurance to the franchisee that the information presented in the FDD can be relied upon.