In the Healthsource Chiropractic Amendment, what does the term 'Amendment' refer to?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
oliciting or hiring employees who worked for HealthSource during the term of the franchise agreement, or who worked for that particular franchise location if the current franchise owner sold the clinic and left the HealthSource system.
HealthSource and the State of Washington entered into an Assurance of Discontinuance whereby HealthSource agreed to not enforce any "no-poach" provisions contained in any existing franchise agreements, to amend franchise agreements with entities within the State of Washington to remove any "no-poach" provisions, and to not include any "no-poach" provisions in franchise agreements in the future. The Assurance of Discontinuance resolved all issues raised by the State of Washington against HealthSource, and HealthSource has fully performed its duties under the Assurance of Discontinuance.
MARYLAND AMENDMENT TO FRANCHISE AGREEMENT
| THIS | AMENDMENT | TO | FRANCHISE | AGREEMENT | ("Amendment") | dated |
|---|---|---|---|---|---|---|
| , | is intended to be a part of, and by this reference is incorporated into that | |||||
| certain Franchise Agreement (the | "Franchise Agreement") dated, by and | |||||
| between HealthSource Chiropractic, LLC ("Franchisor"), an Ohio limited liability company, | ||||||
| with its principal office in | Avon, Ohio 44011 and ("you" or | |||||
| "Franchisee"). Defined terms contained in the | Franchise Agreement shall have the identical | |||||
| meanings in this Amendment. |
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- Any provision requiring you to sign a general release of any and all claims against us shall not apply to claims arising under the Maryland Franchise Registration and Disclosure Law.
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- Any provision requiring you to bring an action against us in any state other than Maryland shall not apply to claims arising under the Maryland Franchise Registration and Disclosure Law. You may bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
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- Section 14-226 of the Maryland Franchise Registration and Disclosure Law, prohibits us from requiring a prospective franchisee to assent to any release, estoppel or waiver of liability as a condition of purchasing a franchise. Any provisions which requires a prospective franchisee to disclaim the occurrence and/or non-occurrence of acts that would constitute a violation of the Maryland Franchise Registration and Disclosure Law, in order to purchase a franchise are not intended to, nor shall they act as a release, estoppel or waiver of any liability incurred under theMaryland Franchise Registration and Disclosure Law.
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- Notwithstanding anything to the contrary set forth in the Agreement, any general release the Franchisee is required to assent to is not intended to nor shall it act as a release, estoppel or waiver of any liability we may have incurred under the Maryland Franchise Registration and Disclosure Law.
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- The Franchise Agreement is amended by the addition of the following language to the original language that appears in the choice of law language therein:
"This section shall not in any way abrogate or reduce any of your rights as provided for in Section 14-216(c)(25) of the Maryland Franchise Registration and Disclosure Law, including the right to submit matters to the jurisdiction of the Courts of Maryland."
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- Notwithstanding anything to the contrary set forth in the Agreement, any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.
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- In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall prevail.
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- The franchise agreement provides that disputes are resolved through arbitration.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to Healthsource Chiropractic's 2025 Franchise Disclosure Document, the term "Amendment" refers to an addition or alteration to either the Development Agreement or the Franchise Agreement. Specifically, the Amendment is designed to be integrated into and function as a part of the original agreement, with defined terms carrying the same meanings as in the original document. Several versions of the amendment exist, tailored to specific states such as California, New York, and Illinois, indicating that these amendments may address state-specific legal or regulatory requirements.
For a prospective Healthsource Chiropractic franchisee, this means that the initial agreement might be modified by one or more amendments. These amendments are legally binding and designed to adapt the standard franchise agreement to specific state laws or other requirements. Franchisees need to understand how these amendments alter their rights and obligations under the original agreement.
The existence of state-specific amendments suggests that Healthsource Chiropractic is proactive in ensuring compliance with diverse legal landscapes. However, it also places the onus on the franchisee to carefully review and understand all applicable amendments, as they will be held accountable for adhering to these modifications. This underscores the importance of legal counsel during the franchise agreement review process to fully grasp the implications of any amendments.
Furthermore, Healthsource Chiropractic retains the right to contest the validity or applicability of any regulator-required amendment, which could lead to legal complexities. Franchisees should be aware of this possibility and understand that the terms of the agreement, including amendments, may be subject to legal challenges. This highlights the need for franchisees to stay informed about any legal proceedings that could affect their franchise agreement.