Does the Fitstop Franchise Agreement contain all the terms, conditions, and obligations of the parties regarding the franchise grant?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
f Franchise Agreement**
- 20.1 The submission of this Agreement does not constitute an offer to license. This Agreement shall not be binding on us unless and until it has been fully executed by all of your principals and it has been counter-executed by an officer of us.
- 20.2 This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous, oral or written, agreements or understandings of the parties. Nothing in this Agreement or in any related agreement, however, is intended to disclaim the representations made in the Franchise Disclosure Document furnished to Franchisee. Only the terms of this Agreement (including the Manual(s)) are binding (subject to state law). Any other promises may not be enforceable.
- 20.3 No interpretation, change, termination, or waiver of any of the provisions hereof shall be binding upon us unless in writing signed by an officer or franchising director of us, and which is specifically identified as an amendment hereto.
- 20.4 No modification, waiver, termination, rescission, discharge, or cancellation of this Agreement shall affect the right of any party hereto to enforce any claim or right hereunder, whether or not liquidated, which occurred prior to the date of such modification, waiver, termination, rescission, discharge, or cancellation.
- 20.5 All references in this Agreement to the singular shall include the plural where applicable.
- 20.6 The numbers and headings of all Sections and Paragraphs used herein are for convenience and do not affect the substance of the Sections and Paragraphs themselves.
- ©2024 Fitstop USA, Inc. 20.7 If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, unconstitutional, or unenforceable, such portion shall be deemed severed from this
Agreement and the remaining parts shall remain in full force and effect as if no invalid or unenforceable provisions had been part of this Agreement.
- 20.8 In the event that any material provision of this Agreement shall be stricken or declared invalid, we reserve the right to terminate this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, the Franchise Agreement represents the entire agreement between both parties, superseding any prior agreements made orally or in writing. However, the document clarifies that this does not disclaim any representations made in the Franchise Disclosure Document itself. Only the terms outlined in the Franchise Agreement, including the manuals, are legally binding, subject to state law. Any other promises or representations made outside of the agreement may not be enforceable.
Fitstop emphasizes the importance of ensuring that all promises and representations regarding present and future results and rights are included in the Franchise Agreement. If a prospective franchisee relies on promises not documented within the agreement, they may risk losing the ability to enforce those promises later on. This underscores the need for franchisees to carefully review the agreement and ensure all material terms are explicitly stated in writing.
Furthermore, any modifications, waivers, or changes to the Franchise Agreement must be documented in writing and signed by an officer or franchising director of Fitstop to be considered binding. This requirement ensures that all amendments are formally acknowledged and agreed upon by both parties, preventing potential disputes arising from undocumented changes. This also means that verbal agreements or understandings are not enforceable unless they are formalized through a written amendment to the agreement.
This clause is a standard provision in franchise agreements, designed to provide clarity and certainty regarding the terms of the franchise relationship. It protects both Fitstop and the franchisee by ensuring that all obligations and expectations are clearly defined in a written contract. Prospective franchisees should pay close attention to this section and seek legal counsel to ensure they fully understand their rights and obligations under the agreement.