Can the Healthsource Chiropractic franchise agreement be modified orally?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
20. ENTIRE AGREEMENT.
This Agreement, together with the introduction and exhibits to it, constitutes the entire agreement between us, and there are no other oral or written understandings or agreements between us concerning the subject matter of this Agreement. Notwithstanding, in accordance with federal law, nothing in this Agreement shall require you to waive reliance on any representation made in the FDD. This Agreement may be modified only by written agreement signed by both you and us, except that we may modify the Operations Manual at any time as provided herein.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, the franchise agreement can only be modified through a written agreement. The FDD specifies that the entire agreement between Healthsource Chiropractic and the franchisee consists of the franchise agreement itself, along with its introduction and exhibits.
This clause explicitly states that there are no other oral or written understandings or agreements concerning the subject matter of the agreement, except for the franchisee's right to rely on representations made in the FDD as protected by federal law. This means that any promises, assurances, or understandings that are not documented in writing and signed by both Healthsource Chiropractic and the franchisee are not legally binding.
The only exception to this requirement for written modification is that Healthsource Chiropractic retains the right to modify the Operations Manual at any time, as provided within the franchise agreement. This is a common practice in franchising, allowing franchisors to adapt their systems to changing market conditions and best practices. However, any changes to the core franchise agreement itself must be formalized in writing to be enforceable.
For a prospective Healthsource Chiropractic franchisee, this provision underscores the importance of ensuring that all material terms and conditions are clearly documented in the written franchise agreement. Any verbal promises or representations made during the negotiation process should be reduced to writing and included as part of the agreement to avoid potential disputes or misunderstandings later on. Franchisees should pay close attention to the exhibits and any documents incorporated by reference, as these are also considered part of the entire agreement.