Does the Healthsource Chiropractic amendment specify any conditions under which the Development Agreement can be waived by both parties?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.2 Unilateral Waiver of Obligations.
Either you or we may, by written notice, unilaterally waive or reduce any obligation or restriction of the other under this Agreement.
The waiver or reduction may be revoked at any time for any reason on 10 days' written notice.
- 17.6 No Waiver. If at any time we do not exercise a right or power available to us under this Agreement or do not insist on your strict compliance with the terms of the Agreement, or if there develops a custom or practice that is at variance with the terms of this Agreement, then we will not be deemed to have waived our right to demand exact compliance with any of the terms of this Agreement at a later time. Similarly, our waiver of any particular breach or series of breaches under this Agreement, or of any similar term in any other agreement between us and any other HealthSource Chiropractic franchisee will not affect our rights with respect to any later breach. It will also not be deemed to be a waiver of any breach of this Agreement for us to accept payments that are due to us under this Agreement.
- 17.5 No Guarantees. If in connection with this Agreement we provide to you any waiver, approval, consent, or suggestion, or if we neglect or delay our response or deny any request for any of those, then we will not be deemed to have made any warranties or guarantees and will not assume any liability or obligation to you as a result.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, either Healthsource Chiropractic or the franchisee can unilaterally waive or reduce any obligation or restriction of the other under the Development Agreement by providing written notice. This waiver or reduction can be revoked at any time, for any reason, with 10 days' written notice. This means that Healthsource Chiropractic has the option to modify the requirements for a franchisee, but the franchisee also has the same ability to request a waiver.
This clause provides flexibility for both parties during the term of the agreement. For example, Healthsource Chiropractic might waive a specific marketing requirement for a franchisee struggling in a particular location. Conversely, a franchisee might request a temporary reduction in royalty payments due to unforeseen economic circumstances. The key is that any such waiver must be documented in writing to be valid.
However, it's important to note that Healthsource Chiropractic's failure to exercise a right or power under the agreement, or to insist on strict compliance, does not constitute a waiver of their right to demand exact compliance later. This protects Healthsource Chiropractic from inadvertently losing rights due to leniency or oversight. The FDD also states that if Healthsource Chiropractic provides any waiver, approval, consent, or suggestion, or if they neglect or delay their response or deny any request for any of those, then they will not be deemed to have made any warranties or guarantees and will not assume any liability or obligation to the franchisee as a result.
This section of the Healthsource Chiropractic FDD outlines the formal process for waivers and modifications to the Development Agreement, emphasizing the need for written documentation and the franchisor's right to reinstate previously waived obligations. Prospective franchisees should carefully consider these provisions and seek legal counsel to fully understand their rights and obligations under the agreement.