Are there any exceptions to the 'entire agreement' clause in the Healthsource Chiropractic franchise agreement?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Nothing in this Agreement shall obligate you or your General Manager (if any) to perform any act that is contrary to your or your General Manager's (if any) professional judgment; provided, however, that you must notify us immediately upon your determination that any specification, program, standard or operating procedure is contrary to your or your General Manager's (if any) professional judgment. Without limiting the generality of the foregoing, you acknowledge and agree that nothing contained in this Agreement or in any other agreement entered into by you in connection with this Agreement, shall be deemed to: (a) grant ownership or exclusive control of your patient records to us or any third party; (b) grant us direct or indirect control over the hiring or firing of any of your personnel who provide clinical services to your patients, or otherwise enable us to influence or control your employment decisions and practices; (c) impose, directly or indirectly, any requirements that affect your exercise of professional judgment in creating treatment plans and delivering clinical services and products to patients; or
(d) directly or indirectly transfer legal liability from you to us with respect to the content of advertising or the implementation of any marketing program undertaken to promote your practice.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Agreement, the entire agreement clause states that the franchise agreement, along with its introduction and exhibits, represents the complete understanding between Healthsource Chiropractic and the franchisee.
However, there are a few exceptions to this clause. Firstly, franchisees are not required to waive reliance on any representations made in the Franchise Disclosure Document (FDD), as per federal law. This means that even though the agreement aims to be all-encompassing, franchisees retain their rights to hold Healthsource Chiropractic accountable for statements made in the FDD. Secondly, the agreement can only be modified through a written agreement signed by both the franchisee and Healthsource Chiropractic, except that Healthsource Chiropractic retains the right to modify the Operations Manual at any time.
Additionally, the agreement specifies that franchisees or their general managers are not obligated to perform any act contrary to their professional judgment, provided Healthsource Chiropractic is immediately notified of such determinations. The agreement also clarifies that it does not grant Healthsource Chiropractic ownership or control over patient records, influence over hiring/firing of clinical personnel, or the ability to affect professional judgment in treatment plans. Furthermore, it does not transfer legal liability from the franchisee to Healthsource Chiropractic regarding advertising content or marketing programs. These stipulations ensure that the franchisee's professional autonomy and legal responsibilities are maintained, overriding any potentially conflicting interpretations of the 'entire agreement' clause.