Does the Focus Cfo addendum supersede any part of the franchise agreement?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
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NORTH DAKOTA ADDENDUM TO FOCUS CFO GROUP, LLC FRANCHISE AGREEMENT
| CFO," | "Franchisor," | "Company", | "us", | "we" | or | "our"), | and |
|---|---|---|---|---|---|---|---|
| ("Franchisee," "you" or "your") as an Area | |||||||
| President. |
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- Background. Focus CFO and Franchisee are parties to that certain Franchise Agreement dated , 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Addendum. This Addendum is attached to and forms a part of the Franchise Agreement. This Addendum is being signed because (a) Franchisee is a resident of North Dakota and the franchised business that Franchisee will operate under the Franchise Agreement will be located in North Dakota and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in North Dakota.
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- Releases. Section 2.3.A of the Franchise Agreement is deleted in its entirety.
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- Covenants Not to Compete. The following language is added to the end of Section 14.3:
Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota.
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- Arbitration. Section 18.7 of the Franchise Agreement is amended to provide that the location of arbitration shall be at a site to which Focus CFO and Franchisee agree.
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- Jurisdiction. Section 18.2 of the Franchise Agreement is deleted in its entirety and replaced with the following:
Any action brought by either party except those claims required to be submitted to arbitration, shall only be brought in the appropriate state or federal court located in North Dakota. Claims for injunctive relief may be brought by Focus CFO where Franchisee is located. This provision shall not restrict the ability of the parties to confirm or enforce judgments or arbitration awards in any appropriate jurisdiction.
- Governing Law. Section 18.1 of the Franchise Agreement is deleted in its entirety and replaced with the following:
Except to the extent this Agreement or any particular provision is governed by the U.S. Trademark Act of 1946 or other federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota (without reference to its conflict of laws principles). The Federal Arbitration Act shall govern all matters subject to arbitration. References to any law refers also to any successor laws and to any published
regulations for such laws as in effect at the relevant time. References to a governmental agency also refer to any regulatory body that succeeds the function of such agency.
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- Waiver of Jury Trial. Section 18.6 of the Franchise Agreement is deleted in its entirety.
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- Waiver of Exemplary and Punitive Damages. Section 18.5 of the Franchise Agreement is deleted in its entirety.
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- Limitation of Claims. The following language is added to the end of Section 18.4:
The time limitations set forth in this subsection are hereby modified by the North Dakota Franchise Investment Law. The statute of limitations under North Dakota Law will apply.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledge having read this Addendum and understands and consents to be bound by all of its terms.
| Focus CFO Group, LLC | Franchise: |
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| By: | By: |
| Its: | Its: |
| Dated: | Dated: |
EXHIBIT J TO DISCLOSURE DOCUMENT
State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.
Source: Item 23 — Receipts (FDD pages 37–126)
What This Means (2025 FDD)
According to the 2025 Focus Cfo Franchise Disclosure Document, the addendum does supersede parts of the franchise agreement. For franchisees in North Dakota, the addendum specifically deletes Section 2.3.A of the Franchise Agreement in its entirety. It also amends Section 18.7 regarding arbitration location, stipulating that it will be at a site agreed upon by both Focus CFO and the franchisee. Furthermore, Section 18.2 concerning jurisdiction and Section 18.1 regarding governing law are deleted and replaced with new clauses specifying that legal actions (except those requiring arbitration) must be brought in North Dakota.
For franchisees in Maryland, the addendum amends Section 17.1 to allow lawsuits in Maryland for claims under the Maryland Franchise Registration and Disclosure Law. Section 17.2 is also amended, permitting franchisees to file lawsuits against Focus CFO in Maryland for claims arising under the same law. Additionally, Section 17.4 is amended to require that claims under the Maryland Franchise Registration and Disclosure Law must be brought within three years of the franchise agreement date. The addendum also clarifies that releases, estoppels, or waivers of liability do not apply to liabilities incurred under the Maryland Franchise Registration and Disclosure Law, and general releases required for renewal, sale, or transfer do not apply to liabilities under this law.
These modifications indicate that the addendum serves to tailor the franchise agreement to comply with specific state laws or address specific regulatory requirements. This is a common practice in franchising to ensure that the franchise agreement is enforceable and compliant with local laws. Prospective franchisees should carefully review any addenda to understand how they modify the original franchise agreement and how these changes may affect their rights and obligations.