What is the Extreme Art Studio franchisee agreeing to by entering into the Module Amendment?
Extreme_Art_Studio Franchise · 2024 FDDAnswer from 2024 FDD Document
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IN WITNESS WHEREOF, the parties have executed and delivered this Extreme Art Rider, to be effective as of the Rider Effective Date.
EXTREME ART STUDIO FRANCHISING, LLC,
a Texas limited liability company
DATED: FRANCHISE OWNER FRANCHISE OWNER (IF YOU ARE A CORPORATION, (IF YOU ARE AN INDIVIDUAL AND NOT A LEGAL ENTITY): LIMITED LIABILITY COMPANY, OR PARTNERSHIP): (Entity Name) (Signature) (Print Name) DATED: DATED:
EXHIBIT H-9
MODULE AMENDMENT TO FRANCHISE AGREEMENT
| This Module Amendment to the Franchise Agreement (the "Module Amendment") is made and entered into this between Extreme Art Studio Franchising, LLC, a Minnesota limited liability company ("Franchisor"), and [franchisee name], a [state and entity type] (referred to herein as "Franchisee"). |
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| RECITALS |
| WHEREAS, on [date], Franchisor and Franchisee entered into a franchise agreement (the "Franchise Agreement") pursuant to which Franchisee is granted the right, and undertook the obligation, to open and operate a Extreme Art Studio franchised business using either: (i) an in-studio format operated from a location; (ii) a mobile unit location; or (iii) a remote format that does not have a physical location as indicated in the Franchise Agreement (the "Extreme Art Business"); |
| WHEREAS, Franchisee desires to add one or more additional service modules (each a "Module") to the Extreme Art Business as indicated below. |
| WHEREAS, Franchisee and Franchisor are entering into this Module Amendment in order to add the Module(s) indicated below to the Franchise Agreement. Capitalized terms not defined herein shall have the meaning set forth in the Franchise Agreement. |
| NOW THEREFORE, in consideration of the mutual agreements, covenants and promises contained in this Module Amendment and for mutual consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: |
| 1. RECITALS . The Recitals set forth above are hereby incorporated into the terms of this Module Amendment as if fully restated herein. |
| 2. MODULE SELECTION AND INITIAL MODULE FEE . Franchisee wishes to add the services and offer the Module(s) through the Extreme Art Business in accordance with the terms of this Module Amendment. The Module(s) that Franchisee desires to add to the Extreme Art Business are as follows (check all that apply): |
| Craft Academy ($15,000 initial module fee) |
| Kidscientific ($20,000 initial module fee) |
| Little Hands Discovery ($10,000 initial module fee) |
| Total initial module fee: $ Franchisee shall pay the total initial module fee to Franchisor upon entering into this Module Amendment. Franchisee acknowledges and agrees that the initial module fee payment is not refundable under any circumstances. |
| 3. REPORTING REQUIREMENTS . In addition to information that Franchisee must |
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provide under the Franchise Agreement, Franchisee will maintain detailed records of all cost information, sales information, and other sales data associated with the Module(s) that it operates ("Module Data").
Franchisee agrees to provide the Module Data to Franchisor at Franchisor's request and in accordance with the recordkeeping and reporting requirements of the Franchise Agreement and the Franchise Agreement is hereby amended accordingly. Franchisee further agrees that the Module Data is owned by Franchisor and that Franchisor may use the Module Data in any way it chooses.
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- NO TERRITORIAL RIGHTS FOR MODULES. Franchisee agrees and acknowledges that it will not receive any territorial rights whatsoever in connection with the Module(s). Franchisor's affiliate, Kidcreate Studio Franchising, LLC offers each of its franchisees identical rights to each of the Modules and the same curriculum. Accordingly, none of the territorial rights granted to Franchisee under the Franchise Agreement shall apply to the Module(s) selected. Further, Franchisee understands and agrees that other brands that Franchisor and its affiliates license, franchise and operate, including Kidcreate franchisees, may offer identical curriculum using the same names as the Module(s) that Franchisee offers and that Franchisee may face competition from such parties. Franchisee agrees that the presence of Kidcreate franchisees and other parties operating under brands other than Extreme Art are free to offer the Module(s) in Franchisee's Territory and that doing so shall not be considered a violation of the Franchise Agreement. Franchisee agrees that it will not raise any claims against Franchisor regarding competition or territorial encroachment related to the Module(s).
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- MODULE TECHNOLOGY FEE. Franchisee acknowledges and agrees that, in connection with the Module Franchisee shall pay Franchisor an additional monthly "Module Technology Fee" of $250. The Module Technology Fee is in addition to all other fees owed under the Franchise Agreement, which shall be paid at the same time and manner as the Technology Fee. The Module Technology Fee is not refundable under any circumstances. The Franchise Agreement is hereby amended accordingly.
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- GROSS SALES, ROYALTIES AND BRAND FUND CONTRIBUTIONS. For the avoidance of doubt, the definition of "Gross Sales" in the Franchise Agreement shall include revenues from the Module(s) and Franchisee agrees to pay the standard applicable Royalties and Brand Fund Contributions under the Franchise Agreement on all such amounts. The Franchise Agreement is hereby amended accordingly.
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- FRANCHISEE ACKNOWLEDGEMENTS. Franchisee acknowledges and agrees that the Module(s) will require Franchisee to incur increased initial and ongoing expenses in operating the Extreme Art Business including but not limited to inventory, equipment, supplies, materials, products, staff training and signage, some of which must only be purchased from Franchisor's approved vendors. Franchisee acknowledges that the expenses will result in a material increase to the cost to operate the Extreme Art Business and that it has had an opportunity to investigate these expenses prior to entering into this Module Amendment and is solely responsible for such expenses.
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- NO REPRESENTATIONS BY FRANCHISOR. Franchisor makes no representations, warranties, or guaranties, express or implied, relating to the viability of the Module(s), including but not limited to the potential revenues, income, profits, volume or success of the Module(s) contemplated by this Module Amendment.
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- ENTIRE AGREEMENT. Each party has carefully read this Module Amendment and this Module Amendment expresses the final and entire agreement between the parties as to the Module(s). There are no oral or other agreements or understandings between the parties affecting this Module Amendment.
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- REAFFIRMATION. Except as specifically provided in this Module Amendment, all of the terms, conditions and provisions of the Franchise Agreement will remain in full force and effect as EXTREME
originally written and signed. In the event of any inconsistency between the provisions of the Franchise Agreement and this Module Amendment, the terms of this Module Amendment shall control.
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- SEVERABILITY. If all or any part of a provision of this Module Amendment violates applicable law, the affected provision or part will not be given effect. If all or any part of a provision of this Module Amendment is declared invalid or unenforceable, for any reason, or is not given effect by reason of the prior sentence, the remainder of the Module Amendment will not be affected, and the parties will modify the invalid or unenforceable provision to the extent required to be valid and enforceable.
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- GOVERNING LAW AND VENUE.
Source: Item 22 — CONTRACTS (FDD page 49)
What This Means (2024 FDD)
According to the 2024 Extreme Art Studio Franchise Disclosure Document, by entering into the Module Amendment, the franchisee is agreeing to add one or more additional service modules to their Extreme Art Business. These modules can include Craft Academy (with a $15,000 initial module fee), Kidscientific (with a $20,000 initial module fee), and Little Hands Discovery (with a $10,000 initial module fee). The franchisee must pay the total initial module fee upon entering the Module Amendment, and this fee is non-refundable under any circumstances.
In addition to the initial module fee, the franchisee agrees to pay a monthly Module Technology Fee of $250, which is in addition to all other fees owed under the Franchise Agreement. This fee is also non-refundable. The franchisee also acknowledges that adding the module(s) will require them to incur increased initial and ongoing expenses, such as inventory, equipment, supplies, staff training, and signage, some of which must be purchased from Extreme Art Studio's approved vendors. The franchisee is solely responsible for these expenses.
The franchisee also agrees to provide detailed records of all cost information, sales information, and other sales data associated with the Module(s) to Extreme Art Studio upon request. This Module Data is owned by Extreme Art Studio, which may use it in any way it chooses. Furthermore, the franchisee acknowledges that they will not receive any territorial rights in connection with the Module(s), and that other brands licensed by Extreme Art Studio and its affiliates, including Kidcreate franchisees, may offer identical curriculum using the same names as the Module(s) in the franchisee's territory. The franchisee agrees not to raise any claims against Extreme Art Studio regarding competition or territorial encroachment related to the Module(s).
Extreme Art Studio makes no representations, warranties, or guaranties regarding the viability of the Module(s), including potential revenues, income, profits, volume, or success. The franchisee acknowledges that they have carefully read the Module Amendment and that it expresses the final and entire agreement between the parties as to the Module(s). All other terms, conditions, and provisions of the Franchise Agreement remain in full force and effect, except as specifically provided in the Module Amendment. The definition of "Gross Sales" in the Franchise Agreement will include revenues from the Module(s), and the franchisee agrees to pay the standard applicable Royalties and Brand Fund Contributions on all such amounts.