What is the relationship between the Rider and the Franchise Agreement for Focalpoint Coaching in South Dakota?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: Contracts]
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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 South Dakota and the Franchised Business will be located in South 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 South 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.
- 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.
SIGNATURES ON THE FOLLOWING PAGE
IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Agreement Date.
FOCALPOINT COACHING, INC. FRANCHISE OWNER (IF YOU ARE TAKING THE FRANCHISE AS A CORPORATION, By: Stephen A. Thompson, President LIMITED LIABILITY COMPANY, OR PARTNERSHIP): DATED: [Print Name of Franchisee Entity] By: [Signature of person signing on behalf of entity] Title: DATED: (IF YOU ARE TAKING THE FRANCHISE INDIVIDUALLY AND NOT AS A LEGAL ENTITY): [Signature of individual franchisee] Print Name: DATED: [Signature of individual franchisee] Print Name: DATED:
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, the Rider is an integral part of the Franchise Agreement for franchisees in South Dakota. The Rider is signed concurrently with the Franchise Agreement and is annexed to it, forming a complete contractual agreement. This specific Rider is required because the franchisee is a resident of South Dakota, the Franchised Business will be located in South Dakota, and/or the offer or sale of the franchise occurred in South Dakota.
The Rider modifies specific sections of the standard Franchise Agreement to comply with South Dakota law. For instance, Focalpoint Coaching will defer the payment of initial franchise fees until all pre-opening obligations are met and the franchisee commences business operations. This adjustment ensures that franchisees are not burdened with upfront costs before they are ready to start generating revenue.
Furthermore, the Rider includes a provision ensuring that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under South Dakota franchise law, including claims of fraud. This protects the franchisee's rights and ensures they cannot disclaim reliance on statements made by Focalpoint Coaching or its representatives. This provision supersedes any conflicting terms in other documents related to the franchise agreement, reinforcing the franchisee's legal protections under South Dakota law.
In summary, the Rider serves to tailor the standard Focalpoint Coaching Franchise Agreement to the specific legal requirements and protections afforded to franchisees in South Dakota. It addresses initial fee payments and protects franchisees from inadvertently waiving their rights under state franchise laws, ensuring a fair and legally compliant franchise relationship.