Under what circumstances is a party deemed to have waived their rights under the Itan franchise agreement?

According to Itan's 2025 Franchise Disclosure Document, a party can waive obligations imposed on the other party, but only if the waiver is provided in writing. The franchise agreement specifies certain actions that do NOT constitute a waiver of rights. Specifically, neither Itan nor the franchisee will be considered to have waived or impaired any rights under the agreement simply because of certain actions.

These actions that do not constitute a waiver include: (a) any custom or practice of the parties that differs from the agreement's terms; (b) a party's failure, refusal, or neglect to exercise a right or require strict compliance with the agreement's terms; (c) Itan's waiver, failure, or refusal to exercise its rights with respect to other franchisees; or (d) Itan's acceptance of payment from the franchisee after a breach of the agreement.

This section of the Itan franchise agreement clarifies that past leniency or deviations from the contract's strict terms do not set a precedent or prevent either party from enforcing their rights in the future. It ensures that Itan can accept payments or not immediately enforce every term without losing the ability to enforce those terms later. This is a common provision in franchise agreements, designed to protect the franchisor's rights while allowing for some flexibility in day-to-day operations.

For a prospective Itan franchisee, this means that any understanding or agreement that is not explicitly written and signed is not binding. It also means that Itan's actions or inactions do not necessarily indicate a permanent change in the agreement's enforcement. Therefore, it is crucial to obtain any waivers or modifications in writing to ensure they are legally valid and enforceable.