What constitutes the entire agreement between the parties regarding the subject matter of the Itan agreement?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
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 contains the entire understanding between Itan and the franchisee. This agreement encompasses all aspects of the franchise relationship and supersedes any prior agreements, discussions, or promises, whether spoken or written. This means that any terms or conditions not explicitly included in the written franchise agreement are not binding on either party.
Itan emphasizes that the agreement can only be modified through a written document signed by both Itan and the franchisee. This requirement ensures that any changes to the original terms are formally documented and agreed upon, preventing misunderstandings or disputes based on verbal agreements or informal communications. The attachments included with the agreement are considered part of the agreement.
It is important to note that while the franchise agreement represents the complete agreement, Itan clarifies that nothing within the agreement is intended to disclaim any representations made in the Franchise Disclosure Document (FDD). This protects the franchisee by ensuring that they can rely on the information provided in the FDD, even if it is not explicitly repeated in the franchise agreement itself. Additionally, franchisees cannot waive claims under state franchise law or disclaim reliance on statements made by Itan or its representatives.
This integration clause is a standard provision in franchise agreements, designed to provide clarity and certainty in the franchise relationship. Prospective Itan franchisees should carefully review the entire franchise agreement and its attachments, ensuring that all their expectations and understandings are accurately reflected in the written document. Any concerns or discrepancies should be addressed with Itan before signing the agreement to avoid future disputes.