What is the purpose of the Rider to the Focalpoint Coaching Franchise Agreement for use in North Dakota?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Background. We and you are parties to that certain Franchise Agreement that has been signed concurrently with the signing of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) you are a resident of North Dakota and the Franchised Business will be located in North Dakota, and/or (b) the offer or sale of the franchise for the Franchised Business that you will operate under the Franchise Agreement was made in the State of North Dakota.
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- Initial Fees. The following language is added to the end of Sections 3.A and 4.A of the Franchise Agreement:
Despite the payment provisions above, we will defer payment of initial fees owed by you to us under this Agreement until all of our pre-opening obligations have been satisfied and you commence doing business under this Agreement.
- Releases. The following language is added to the end of the third paragraph in Section 4.A. and to the end of Sections 12.C.(8) and 13.C. of the Franchise Agreement:
Any general release shall not apply to the extent prohibited by law with respect to claims arising under the North Dakota Franchise Investment Law.
- Covenant Not to Compete. The following language is added to the end of Section 15.D. of the Franchise Agreement:
Covenants not to compete such as those mentioned above generally are considered unenforceable in North Dakota. However, we will seek to enforce them to the extent enforceable.
- Arbitration. The following language is added to the end of Section 17.E of the Franchise Agreement:
However, to the extent required by the North Dakota Franchise Investment Law (unless preempted by the Federal Arbitration Act), arbitration will be at a site to which we and you mutually agree.
- Governing Law. The following language is added to the end of Section 17.F of the Franchise Agreement:
FocalPoint Coaching Inc. FocalPoint – 03/2025 Unit FDD
Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, North Dakota law will apply to this Agreement.
- Consent to Jurisdiction. The following language is added to the end of Section 17.G of the Franchise Agreement:
However, that to the extent required by applicable law, subject to your arbitration obligation, you may bring an action in North Dakota.
- Limitation of Claims. The following language is added to the end of Section 17.J of the Franchise Agreement:
The time limitations set forth in this Section might be modified by the North Dakota Franchise Investment Law.
9. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, the Rider to the Franchise Agreement for use in North Dakota is designed to modify the standard agreement to comply with North Dakota franchise law. The Rider is attached to and becomes part of the Franchise Agreement when (a) the franchisee is a resident of North Dakota and the Franchised Business will be located in North Dakota, and/or (b) the offer or sale of the franchise was made in North Dakota.
The Rider specifically addresses several aspects of the Franchise Agreement. It stipulates that Focalpoint Coaching will defer the payment of initial franchise fees until all pre-opening obligations are met and the franchisee begins operations. It also states that any general release signed by the franchisee will not waive claims arising under the North Dakota Franchise Investment Law to the extent prohibited by law.
Furthermore, the Rider acknowledges that covenants not to compete are generally considered unenforceable in North Dakota but states that Focalpoint Coaching will seek to enforce them to the extent possible. It also specifies that arbitration, if required by North Dakota law, will occur at a mutually agreed-upon site, unless preempted by the Federal Arbitration Act. Finally, the Rider clarifies that North Dakota law will govern the agreement to the extent required by the North Dakota Franchise Investment Law and that a franchisee may bring an action in North Dakota, subject to arbitration obligations, to the extent required by applicable law.
The Rider also ensures that no statement or acknowledgment signed by the franchisee will waive claims under North Dakota franchise law, including fraud in the inducement, or disclaim reliance on statements made by Focalpoint Coaching. This provision supersedes any conflicting terms in other documents related to the franchise agreement, providing additional protection to the franchisee under North Dakota law.