Does the Focus Cfo franchise agreement supersede any state franchise law?

t require Franchisee to disclaim the occurrence of or acknowledge the non-occurrence of acts that would constitute a violation of the Maryland Franchise Registration and Disclosure Law are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

• 1. Any provisions in the Disclosure Document or the Franchise Agreement requiring Franchisee to file any lawsuit in a court in the State of Ohio may not be enforceable under the Maryland Franchise Registration and Disclosure Law. Franchisees may sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Item 17 of the Disclosure Document and Section 17.2 of the Franchise Agreement are amended accordingly to the extent required by Maryland law.
• 1. To the extent the Franchise Agreement requires, and the Disclosure Document discloses that a Franchisee must agree to a period of limitations of less than three (3) years, this limitation to a period of less than three (3) years shall not apply to any claims arising under the Maryland Franchise Registration and Disclosure Law.
• 1. Item 5 of the Disclosure Document and Section 4 of the Franchise Agreement is amended to provide that the initial franchise fee and other initial payments are due and payable when all of Focus CFO's pre-opening obligations to Franchisee have been met.
• 1. Item 17 of the Disclosure Document and Section 12 of the Franchise Agreement that allows Focus CFO to terminate the Franchise Agreement because of Franchisee's bankruptcy may not be enforceable under applicable federal law (11 U.S.C.A 101 et seq.).
• 1. Based upon the franchisor's financial condition, the Maryland Securities Commission has required a financial assurance. Therefore, all initial fees and payments owed by franchisees shall be deferred until the franchisor completes its pre-opening obligations under the franchise agreement.
• 1. 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 law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person

acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

THE MARYLAND NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF MARYLAND OR LOCATE THEIR FRANCHISES IN MARYLAND.

FOR THE STATE OF MICHIGAN

• 1. THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.
  • o A prohibition of the right of a franchisee to join an association of franchisees.
  • o A requirement that a franchisee assent to a release, assignment, novation, waiver or estoppel that deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee, after entering into a Franchise Agreement, from settling any and all claims.
  • o A provision that permits a franchisor to terminate a franchise before the expiration of this term except for good cause. Good cause shall include the failure of the franchisee to comply with any lawful provision of the Franchise Agreement and to cure the failure after being given written notice of the failure and a reasonable opportunity, which in no event need be more than 30 days, to cure the failure.
  • o A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee's inventory, supplies, equipment, fixtures and furnishings. Personalized materials that have no value to the franchisor and inventory, supplies, equipment, fixtures and furnishings not reasonably required in the conduct of the franchised restaurant are not subject to compensation.

Source: Item 22 — Contracts (FDD page 37)