Are the Franchise Agreement and Supplemental Agreements for Itan subject to amendments?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
---|---------------------------------------------------------------------------------------------------------------------------------------| | 4. | The | | | states | | | in | | | which | | | this | | | filing | | | is | | | or | | | will | | | be | | | shortly | | | on | | | file | | | include | | | the | | | following: | | | | | 5. | The states, if any, which have refused, by order or otherwise, to register these franchises include the | | | following: | | 6. | The states, if any, which have revoked or suspended the right to offer these franchises include the | | | following: | | 7. | The states, if any, in which the filing of these franchises has been withdrawn include the following: | | | |
ILLINOIS
In recognition of the requirements of the Illinois Franchise Disclosure Act, 815 ILCS 705, the Disclosure Document and the Franchise Agreement and Supplemental Agreements are amended as follows:
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- Illinois law shall apply to and govern the Franchise Agreement and Supplemental Agreements.
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- In accordance with Section 4 of the Illinois Franchise Disclosure Act, any provision in the Franchise Agreement and Supplemental Agreements that designated jurisdiction and venue in a forum outside of the State of Illinois is void. However, the Franchise Agreement and Supplemental Agreements may provide for arbitration to take place outside of Illinois.
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- Your rights upon Termination and Non-Renewal are set forth in sections 19 and 20 of the Illinois Franchise Disclosure Act.
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- In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
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- The Franchise Agreement and Supplemental Agreements are amended to state the following:
To the extent that any provision in the Illinois State Addendum is inconsistent with any provision in this Agreement, the provision in the Illinois State Addendum shall control.
INDIANA
In recognition of the requirements of the Indiana Franchise Disclosure Law, IC 23-2-2-2.5, the Franchise Agreement and Supplemental Agreements are amended as follows:
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- The laws of the State of Indiana supersede any provisions of the Disclosure Document, Franchise Agreement and Supplemental Agreements if such provisions are in conflict with Indiana law.
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- The Franchise Agreement and Supplemental Agreements are amended to provide that such agreements will be construed in accordance with the laws of the State of Indiana.
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- Any provision in the Franchise Agreement which designates jurisdiction or venue, or requires the franchisee to agree to jurisdiction or venue, in a forum outside of Indiana, is deleted from any Franchise Agreement and Supplemental Agreement issued in the State of Indiana.
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- The prohibition by Indiana Code § 23-2-2.7-1(7) against unilateral termination of the franchise without good cause or in bad faith, good cause being defined therein as material breach of the Franchise Agreement or Supplemental Agreement (as applicable), shall supersede the provisions of the Franchise Agreement or Supplemental Agreement (as applicable) in the State of Indiana to the extent they may be inconsistent with such prohibition.
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- The covenant not to compete that applies after the expiration or termination of the Franchise Agreement is hereby modified to the extent necessary to comply with Indiana Code 23-2-2.7-1(9).
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Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the Franchise Agreement and Supplemental Agreements are subject to amendments, particularly through state addenda. These addenda are designed to modify the agreements to comply with specific state laws, and their terms will override any inconsistent provisions in the Franchise Agreement or Supplemental Documents, but only if the franchisee meets the requirements of the applicable state. This applies to franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
For Illinois and Indiana, the FDD specifies particular amendments. In Illinois, the Disclosure Document, Franchise Agreement, and Supplemental Agreements are amended to ensure Illinois law governs, voiding any provisions that designate jurisdiction and venue outside of Illinois. The franchisee's rights upon termination and non-renewal are also governed by the Illinois Franchise Disclosure Act. Similarly, in Indiana, the laws of Indiana supersede any conflicting provisions, and any clause designating jurisdiction or venue outside of Indiana is deleted.
These state-specific addenda and amendments ensure that the Itan franchise agreements comply with local regulations, providing franchisees with protections and rights mandated by their state laws. However, it is crucial for prospective franchisees to understand which state laws apply to their specific situation and to review the relevant addenda carefully. If a franchisee signs a State Addendum but does not meet the jurisdictional requirements of any of the listed states, the State Addendum will be void and inapplicable.