What is the effect of the miscellaneous clause in the Golden Corral franchise agreement?
Golden_Corral Franchise · 2025 FDDAnswer from 2025 FDD Document
7. Miscellaneous.
- A. Amendment. This Agreement constitutes the entire Agreement of the parties relating to the subject matter of this Agreement. This Agreement may be amended only by a writing executed by an authorized representative of each party. Exhibit "A" may be amended annually by GCC providing a written notice in any form (such as via email) to User or by any general announcement to intended for all franchisees prior to December 1 of each year setting forth any adjustments in the fees chargeable for the following year. Schedule "1" may be amended at any time so long as User is not in default under this Agreement or any other agreement between User and GCC or its affiliates, by User executing and delivering a revised Schedule "1" and paying the prorated amount of the Monthly Service Fee with respect to any restaurant to be added as a Covered Location; and upon any termination of this Agreement by User as to any one or more Covered Locations Schedule "1" will be deemed amended accordingly.
- B. Assignment. GCC may assign its rights and obligations under this Agreement to another service provider at any time upon written notice to User. User may not assign this Agreement to any other party except upon a transfer of the Franchise Agreement between User and Golden Corral Franchising Systems, Inc. for the Covered Location, which assignment will be permitted only to the transferee and only if this Agreement is not then in default.
- C. Notice. Subject for notices of changes to the Monthly Service Fee as described in Section 4.A hereof, any notice called for or permitted under this Agreement shall be in writing directed to GCC at the address set forth below, attention Director, MIS, or to User at the address set forth below or such other address as either party shall furnish the other by written notice, and may be given by U.S. mail sent certified and return receipt requested, or by other means of direct delivery such as FedEx or other service, which shall be deemed complete upon delivery or when attempted delivery is refused.
Source: Item 23 — RECEIPTS (FDD pages 85–304)
What This Means (2025 FDD)
According to the 2025 Golden Corral FDD, the miscellaneous clause in the Backoffice Personal Computer, Network Connectivity, Cyber Security Support Services agreement outlines several key aspects of the agreement. Specifically, it addresses amendments, assignment, and notices.
The amendment section specifies that the agreement constitutes the entire understanding between the parties and can only be amended in writing by authorized representatives of each party. Exhibit "A" can be adjusted annually by Golden Corral providing written notice, potentially via email or general announcement, to franchisees before December 1st of each year, detailing any fee adjustments for the following year. Schedule "1" can be amended at any time, provided the user is not in default, by executing a revised Schedule "1" and paying a prorated monthly service fee for any added restaurant locations. Upon termination of the agreement by the user for specific locations, Schedule "1" will be amended accordingly.
Regarding assignment, Golden Corral can assign its rights and obligations to another service provider with written notice to the user. However, the user (franchisee) can only assign the agreement upon transferring the Franchise Agreement with Golden Corral Franchising Systems, Inc. for the covered location, and only if the agreement is not in default. The notice section details how notices should be delivered, requiring written communication sent via certified U.S. mail with return receipt requested or by direct delivery services like FedEx, deemed complete upon delivery or refused attempted delivery. This section does not apply to changes to the Monthly Service Fee as described in Section 4.A.