How can the Goldfish Swim School agreement be modified or amended?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
10.2 Modification of the System
Franchisor has the right to change or modify the System from time to time including, without limitation, the adoption and use of new or modified Marks or copyrighted materials, the presentation of the Marks, and computer hardware, software, required equipment, inventory, supplies, signs or sales and marketing techniques, certification requirements, modifications to the Confidential Brand Standards Manual, the offered products and services, the building and premises of the Franchised Swim School (including the trade dress, décor, and color schemes), and the adoption of new administrative forms and methods of reporting and payment of any monies owed to Franchisor (including electronic means of reporting and payment). Within 30 days after receipt of written notice from Franchisor, Franchisee shall begin selling any newly authorized products and services and cease selling products and services that are no longer authorized. Franchisee shall accept and use any such changes in, or additions to, the System as if they were a part of this Agreement as of the Effective Date. Franchisee shall make such expenditures as such changes, additions or modifications in the System as Franchisor may require at Franchisee's sole cost and expense. Any required expenditure for changes or upgrades to the System shall be in addition to expenditures for repairs and maintenance as required in Section 13.2. Franchisee shall be required to make any and all improvements or modifications whenever such are required by law, regulation, agency decision or court order.
10.3 Variance
In recognition of the Minnesota Franchise Law, Minn.
Stat., Chapter 80C, Sections 80C.01 through 80C.22, and the Rules and Regulations promulgated pursuant thereto by the Minnesota Commission of Securities, Minnesota Rule 2860.4400, et. seq., the parties to the attached Franchise Agreement agree as follows:
Sections 4 and 16 are amended to add that with respect to Franchises governed by Minnesota Law, Franchisor will comply with the Minnesota Franchise Law that requires, except in certain specified cases, that Franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice of non-renewal of the Agreement.
Sections 4.2.9, 5.2, 5.5, 8.3, 18.2.3 and 18.2.6 do not provide for a prospective general release of any claims against Franchisor that may be subject to the Minnesota Franchise Law.
Minn.
Rule 2860.4400D prohibits a franchisor from requiring a franchisee to assent to a general release.
Section 6 is amended to add that as required by Minnesota Franchise Act, Goldfish Swim School Franchising LLC will reimburse you for any costs incurred by you in the defense of your right to use the Marks, so long as you were using the Marks in the manner authorized by Goldfish Swim School Franchising LLC, and so long as Goldfish Swim School Franchising LLC is timely notified of the claim and is given the right to manage the defense of the claim including the right to compromise, settle or otherwise resolve the claim, and to determine whether to appeal a final determination of the claim.
Section 23.4 is amended to state that any claim concerning the Franchised Swim School or this Agreement or any related agreement will be barred unless an arbitration or an action for a claim that cannot be the subject of arbitration is commenced within three (3) years from the date on which Franchisee or Franchisor knew or should have known, in the exercise of reasonable diligence, of the facts giving rise to or the claim.
Section 23.5 is deleted in its entirety.
Section 23.6 is deleted in its entirety.
Minn.
Stat. §80C.21 and Minn.
This Addendum to the Franchise Agreement is agreed to this day of , 20, is by and between Goldfish Swim School Franchising LLC and 1. The Franchise Agreement for Goldfish Swim School Franchising LLC is amended as follows: Sections 16, 17 and 23 are amended to add: The conditions under which the Franchise Agreement can be terminated and which Franchisee must bring any claims, are Franchisee's rights upon termination or non-renewal, as well as the application by Disclosure Act, 815 ILCS 705/19 and 705/20. governed by the Illinois Franchise Illinois. Sections 23.1 and 23.2 are amended to add: The Franchise Agreement will be governed by Illinois law. Jurisdiction and venue for court litigations shall be in Illinois. Any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside the State is void, provided that a Franchise Agreement may provide for arbitration in a forum outside of Section 23.6 is deleted in its entirety. 2. void. the United States Code. Any condition, stipulation, or provision purporting to bind any person acquiring any Franchise to waive compliance with any provision of this Act or any other law of this State is This Section shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under any of the provisions of this Act, nor shall it prevent the arbitration of any claim pursuant to the provisions of Title 9 of 3. any document executed in connection with the franchise. No statement, questionnaire or acknowledgement signed or agreed to by a franchisee is connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of Addendum and IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this understands and consents to be bound by all of its terms. Goldfish Swim School Franchising LLC:
-
- In recognition of the requirements of the Indiana Deceptive Franchise Practices Law, IC 23-2.2.7 and the Indiana Franchise Disclosure Law, IC 23-2-2-2.5, the Franchise Agreement for Goldfish Swim School Franchising LLC is amended as follows:
- Sections 4.2.9, 5.2, 5.5, 8.3, 18.2.3 and 18.2.6 do not provide for a prospective general release of claims against Franchisor that are be subject to the Indiana Deceptive Franchise Practices Law or the Indiana Franchise Disclosure Law.
- Section 16 is amended to prohibit unlawful unilateral termination of a Franchise unless there is a material violation of the Franchise Agreement and termination is not in bad faith.
- Section 17.2 is amended subject to Indiana Code 23-2-2.7-1(9) to provide that post-term non-competitor covenants shall have a geographical limitation of the territory granted to Franchisee.
- Section 21.3 is amended to provide that Franchisee will not be required to indemnify Franchisor for any liability imposed upon Franchisor as a result of Franchisee's reliance upon or use of procedures or products which were required by Franchisor, if such procedures or products were utilized by Franchisee in the manner required by Franchisor.
- Section 23.1is amended to provide that, in the event of a conflict of law, the Indiana Franchise Disclosure Law, IC 23-2-2.5, and the Indiana Deceptive Franchise Practices Law will prevail.
- Section 23.2 is amended to provide that Franchisee may commence litigation in Indiana for any cause of action under Indiana law.
- Section 23.7 is amended to provide that arbitration between Franchisor and Franchisee, shall be conducted at a mutually agreed upon location.
-
- Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Indiana Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Franchise Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern.
Goldfish Swim School Franchising LLC: IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this
Addendum and understands and consents to be bound by all of its terms.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum and understands and consents to be bound by all of its terms.
Goldfish Swim School Franchising LLC:
FOR THE STATE OF RHODE ISLAND
20, is by and between Goldfish Swim School Franchising LLC and This Addendum to the Franchise Agreement is agreed to this day of, 1. In recognition of the requirements of The Rhode Island Franchise Investment Act as follows: §19-28.1-14, the Franchise Agreement for Goldfish Swim School Franchising LLC is amended Investment Act. Sections 4.2.9, 5.2, 5.5, 8.3, 18.2.3 and 18.2.6 require Franchisee to sign a general release as a condition of renewal, transfer, or receipt of a refund of a portion of the Franchise Fee f
Source: Item 23 — RECEIPTS (FDD pages 77–389)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School Franchise Disclosure Document, the franchise agreement can be modified in a few specific ways, primarily through addenda for certain states and the franchisor's right to modify the Goldfish Swim School system. For franchisees in Minnesota, several sections of the franchise agreement are amended to comply with the Minnesota Franchise Law, including stipulations about termination notice, releases of claims, and reimbursement for defense costs related to the use of trademarks. Similarly, for franchisees in Illinois and Indiana, addenda modify sections of the agreement to align with the Illinois Franchise Disclosure Act and the Indiana Deceptive Franchise Practices Law, respectively, addressing issues such as termination conditions, governing law, and arbitration locations. For Rhode Island franchisees, addenda address general release requirements related to renewal, transfer, or refunds of franchise fees, ensuring compliance with The Rhode Island Franchise Investment Act.
Goldfish Swim School also retains the right to change or modify the System from time to time. These modifications can include a wide array of changes, such as adopting new or modified marks, updating copyrighted materials, altering the presentation of marks, and changing computer hardware, software, required equipment, inventory, supplies, signs, or sales and marketing techniques. The franchisor can also modify certification requirements, the Confidential Brand Standards Manual, offered products and services, the building and premises of the franchised swim school (including trade dress, décor, and color schemes), and administrative forms and methods of reporting and payment.
Franchisees are obligated to accept and use these changes as if they were part of the original agreement. The franchisee is responsible for any expenditures required to implement these changes or modifications to the system. Furthermore, franchisees must make any improvements or modifications required by law, regulation, agency decision, or court order. This means that a Goldfish Swim School franchisee needs to stay informed about any changes to the System and be prepared to invest in updates to remain compliant and aligned with the brand standards.