factual

Does the Minnesota amendment affect all sections of the Floors To Go Membership Agreement?

Floors_To_Go Franchise · 2025 FDD

Answer from 2025 FDD Document

livered this Michigan Amendment to the to be effective on the day and year executed by Floors To Go, LLC below.

| Years Ended December 31, 2024 and 2023 | Financial Statements | |---|---|

Exhibit B-6

Minnesota Amendment

In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the parties to the attached Membership Agreement (the "Agreement") agree as follows:

  1. The first sentence of Section 4.11 of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:

We shall protect and maintain all rights to the name and mark "Floors To Go" and all related names, marks, or logos against encroachment, misuse, or unauthorized use and against challenges to any rights of your use, to the extent required by Minnesota Statutes §80C.12, Subd. 1(g).

  1. The first sentence of Section 4.12 of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:

We shall indemnify you against any claims for infringement arising out of your use of the FTG Marks as authorized herein, to the extent required by Minnesota Statutes §80C.12, Subd. 1(g).

  1. The second sentence of Section 9.3(e) of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:

In such an event, we may seek a temporary, preliminary and/or permanent injunction.

  1. The last sentence of Section 11.1(b) of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:

Upon our approval of the transfer, and without any further action by us or you, we shall be released and forever discharged of any and all claims you may have against us (and our respective officers, directors, agents and employees as of the date of the transfer), and against our subsidiaries or affiliates (and their respective officers, directors, agents and employees as of the date of the transfer), excluding only such claims as you may have that have arisen under the Minnesota Franchise Act and/or the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.

  1. The last sentence of Section 13.1 of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:

Upon the expiration or termination of this Agreement, and without any further action by us or you, we shall be released and forever discharged of any and all claims you may have against us (and our respective officers, directors, agents and employees as of the date of the expiration or termination), and against our subsidiaries or

Exhibit B-6

affiliates, (and their respective officers, directors, agents and employees as of the date of the expiration or termination) excluding only such claims as you may have that have arisen under the Minnesota Franchise Act and/or the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.

    1. Section 13 of the Agreement shall be supplemented by the addition of the following new Section 13.4, which shall be considered an integral part of the Agreement:
    • 13.4 Termination and Non-Renewal Rights Under Minnesota Law.

The parties acknowledge that Minnesota law provides franchisees with certain termination and non-renewal rights and that Minnesota Statutes § 80C.14, Subds. 3, 4 and 5 require, except in certain specified cases, that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice of non-renewal of the Membership Agreement. To the extent that any provisions of Section 13 of the Membership Agreement are inconsistent therewith, the provisions and requirements of said Minnesota Law shall supersede Section 13.

7.

Source: Item 23 — RECEIPTS (FDD pages 47–204)

What This Means (2025 FDD)

According to the 2025 Floors To Go Franchise Disclosure Document, the Minnesota Amendment does not affect all sections of the Membership Agreement. Instead, it specifically modifies or supplements certain sections to comply with the Minnesota Franchise Act.

The amendment explicitly states that it modifies sections 4.11, 4.12, 9.3(e), 11.1(b), 13, 16.2 and 16.3 of the Membership Agreement. These modifications include substituting new language for existing sentences, supplementing sections with additional provisions, or deleting sections entirely. The changes address issues such as the protection of Floors To Go's trademarks, indemnification against infringement claims, injunctive relief, termination and non-renewal rights, and litigation forums.

Furthermore, the amendment includes a provision stating that each modification is effective only to the extent that it independently meets the jurisdictional requirements of the Minnesota Franchise Act, without relying on the amendment itself. This suggests that the amendment is narrowly tailored to address specific legal requirements within Minnesota, rather than serving as a blanket change to the entire agreement. Floors To Go franchisees should carefully review the specific sections mentioned in the amendment to understand how their rights and obligations are affected in Minnesota.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.
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