What is the definition of 'Addendum' in the context of the Face Foundrie Franchise Agreement?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS ADDENDUM (the "Addendum") is made and entered into by and between FACE FOUNDRIÉ FRANCHISING L.L.C., a Minnesota limited liability company ("Franchisor") with its principal business address at 6446 Flying Cloud Drive, Eden Prairie, Minnesota 55344, and a ("Franchisee"), whose |
|---|
| principal business address is |
| 1. |
| BACKGROUND. Franchisor and Franchisee are parties to that certain Franchise Agreement |
| dated, 20 (the "Franchise Agreement"). This Addendum is annexed to |
| and forms part of the Franchise Agreement. This Addendum is being signed because |
| (a) Franchisee is a resident |
| of New York and |
| the Facial Bar that Franchisee will operate under the Franchise Agreement will be located or |
| operated in New York; and/or (b) any of the offering or sales activity relating to the Franchise Agreement |
| occurred in New York. |
| 2. |
| RELEASES. The following is added to the end of Sections 13.02 and 15.03 of the Franchise |
| Agreement: |
| Any release required as a condition of renewal, sale and/or assignment/transfer will not apply |
| to the extent prohibited by the New York State General Business Law. |
| 3. |
| TERMINATION OF AGREEMENT – |
| BY FRANCHISEE. |
| The following language is |
| added to Section 14.01 of the Franchise Agreement: |
| Franchisee also may terminate this Agreement on any grounds available by law under the provisions |
| of Article 33 of the General Business Law of the State of New York. |
| 4. |
| INJUNCTIVE RELIEF. The following sentence is added to the end of Section 18.01: |
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to the 2025 Face Foundrie Franchise Disclosure Document, the Addendum is a specific document made between Face Foundrie Franchising L.L.C. and the franchisee. It is annexed to and forms part of the Franchise Agreement. The purpose of the Addendum is to address specific legal considerations based on the franchisee's location.
For franchisees operating in New York, the Addendum modifies sections of the Franchise Agreement related to releases required for renewal, sale, or transfer, ensuring they comply with New York State General Business Law. It also allows the franchisee to terminate the agreement based on grounds available under Article 33 of the General Business Law of the State of New York. Additionally, it includes a sentence added to the end of Section 18.01 regarding injunctive relief.
For franchisees in Minnesota, the Addendum ensures compliance with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5, which mandate specific notice periods for termination and non-renewal. It also includes clauses related to the protection of the franchisee's right to use trademarks and indemnification as per Minn. Stat. Sec. 80C 12, Subd. 1(g). Furthermore, it addresses the forum for litigation, referencing Minn. Stat. Sec. 80C.21 and Minn. Rule 2860.4400J, which restrict requiring litigation to occur outside of Minnesota.
For franchisees in Maryland, the Addendum ensures that any releases do not apply to claims arising under the Maryland Franchise Registration and Disclosure Law. It states that Section 14.02 of the Franchise Agreement may not be enforceable under federal bankruptcy law. The addendum also allows franchisees to bring actions in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, and it stipulates that this law governs any claim arising under it. Finally, it requires franchisees to bring any claims under the Maryland Franchise Registration and Disclosure Law within three years after Face Foundrie grants the franchise.