Can Focalpoint Coaching unilaterally waive any obligation of the franchisee under the Franchise Agreement?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor and Franchisee will not waive or impair any right, power, or option this Agreement reserves (including, without limitation, Franchisor's right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement's terms; Franchisor's or Franchisee's failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement, including, without limitation, any System Standard; Franchisor's waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other FocalPoint Franchised Businesses; the existence of franchise agreements for other FocalPoint Franchised Businesses which contain provisions different from those contained in this Agreement; or Franchisor's acceptance of any payments due from Franchisee after any breach of this Agreement. No special or restrictive legend or endorsement on any check or similar item given to Franchisor will be a waiver, compromise, settlement, or accord and satisfaction. Franchisor is authorized to remove any legend or endorsement, which then will have no effect.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, neither the franchisor nor the franchisee can waive or impair any right, power, or option reserved in the Franchise Agreement. This includes Focalpoint Coaching's right to demand exact compliance with every term, condition, and covenant, or to declare any breach a default and terminate the agreement before its term expires. This protection exists regardless of any custom or practice that deviates from the agreement's terms, or if either party fails to exercise their rights or insist on compliance.
This clause also protects Focalpoint Coaching's rights even if they have previously waived or failed to exercise a right, power, or option with other Focalpoint Coaching franchisees, or if other franchise agreements contain different provisions. The acceptance of payments from the franchisee after a breach of the agreement does not constitute a waiver of Focalpoint Coaching's rights.
Furthermore, any special or restrictive legends or endorsements on checks or similar items given to Focalpoint Coaching will not be considered a waiver, compromise, settlement, or accord and satisfaction. Focalpoint Coaching is authorized to remove any such legend or endorsement, rendering it ineffective. This ensures that Focalpoint Coaching retains all rights and powers under the agreement, preventing franchisees from attempting to alter the agreement's terms through payment conditions or other means.