What constitutes the entire agreement between the parties in the Itan franchise agreement?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
Nothing in this Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any Person not a party to this Agreement.
- **13.7.
Integration.** THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CHANGED EXCEPT BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES.
Any email or informal electronic communication shall not be deemed to modify this Agreement unless it is signed by both parties and specifically states it is intended to modify this Agreement.
The attachment(s) are part of this Agreement, which together with any Amendments or Addenda executed on or after the Effective Date constitutes the entire understanding and agreement of the parties.
There are no other oral or written understandings or agreements
between the parties about the subject matter of this Agreement. Any representations not specifically contained in this Agreement made before entering into this Agreement do not survive after the signing of this Agreement. Nothing in this Agreement is intended to disclaim any of the representations we made in the Franchise Disclosure Document. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (a) waiving any claims under any applicable state franchise law, including fraud in the inducement or (b) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the franchise agreement represents the entire agreement between Itan and the franchisee. The agreement encompasses the attachments, along with any amendments or addenda executed on or after the effective date of the agreement. This clause ensures that all aspects of the franchise relationship are documented within the agreement and its associated documents.
Specifically, any prior oral or written understandings or agreements not included in the franchise agreement are not considered part of the binding contract. This provision aims to prevent disputes based on undocumented claims or promises made before the agreement was finalized. Franchisees should ensure that all important terms and conditions are included in the written agreement to avoid future misunderstandings.
Furthermore, the Itan franchise agreement stipulates that it can only be modified through a written document signed by both parties. This requirement reinforces the importance of written documentation and prevents informal communications, such as emails, from altering the terms of the agreement unless they are formally signed. However, the franchise agreement does not disclaim any representations made in the Franchise Disclosure Document. This protects the franchisee by ensuring that the representations made by Itan in the FDD remain valid and enforceable, even after the franchise agreement is signed.