For Itan, what constitutes the entire agreement between the parties regarding the subject matter?
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 constitutes the entire agreement between Itan and the franchisee.
Specifically, the agreement includes the attachments, along with any amendments or addenda executed on or after the effective date. This clause emphasizes that any prior agreements, whether oral or written, are superseded by the terms outlined in the current franchise agreement. This is a standard clause in franchise agreements, designed to provide clarity and prevent disputes based on previous understandings that are not explicitly included in the final, signed document.
Itan's FDD also clarifies that any representations made before entering into the agreement that are not specifically contained within the agreement do not survive after the agreement is signed. However, the agreement does not disclaim any representations made in the Franchise Disclosure Document itself. Furthermore, no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under state franchise law, including claims of fraud, or disclaim reliance on statements made by Itan or its representatives. This provision takes precedence over any other conflicting terms in any document related to the franchise.
For a prospective Itan franchisee, this means that the written franchise agreement is the ultimate source of truth. It is crucial to carefully review all attachments, amendments, and addenda, as these are integral parts of the agreement. Any promises or representations made by Itan during the sales process should be verified to be included in the written agreement to ensure they are legally binding. Franchisees should also be aware that they cannot waive certain legal rights through separate documents signed during the franchise commencement.