Does the Itan State Addendum supersede portions of the Franchise Agreement?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
Certain states have laws governing the franchise relationship and franchise documents. Certain states require modifications to the FDD, Franchise Agreement, Supplemental Agreements and other documents related to the sale of a franchise. This State-Specific Addendum ("State Addendum") will modify these agreements to comply with the applicable state's laws. The terms of this State Addendum will only apply if you meet the requirements of the applicable state independently of your signing of this State Addendum. The terms of this State Addendum (but only the State Addendum for the applicable State) will override any inconsistent provision of the FDD, Franchise Agreement or any Supplemental Documents. This State Addendum only applies to the following states: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
If your state requires these modifications, you will sign this State Addendum along with the Franchise Agreement and any Supplemental Agreements. If you sign this State Addendum, only the terms applicable to the state or states whose franchise laws apply to your transaction will govern. If you sign this State Addendum, but none of the state franchise laws listed above applies because their jurisdictional requirements have not been met, then this State Addendum will be void and inapplicable to you.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the State Addendum can indeed supersede parts of the Franchise Agreement. The State-Specific Addendum modifies the Franchise Agreement, FDD, and other related documents to align with specific state laws. This applies to states with franchise relationship laws requiring such modifications.
For a prospective Itan franchisee, this means that the terms within the State Addendum will take precedence over any conflicting terms in the standard Franchise Agreement or other supplemental documents. However, this is conditional; the State Addendum's terms are only applicable if the franchisee meets the requirements of the specific state independently of signing the addendum. If the jurisdictional requirements of the listed states are not met, the State Addendum becomes void and inapplicable.
The states for which this State Addendum applies include California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. If a franchisee is operating in one of these states and signs the State Addendum, only the terms applicable to that state will govern the franchise agreement. This ensures compliance with local laws and provides a legal framework tailored to the specific jurisdiction.