How can the Kitchen Solvers agreement be modified or changed?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
To the extent the New York General Business Law, Article 33, §§680 - 695 applies, the terms of this Addendum apply.
- Notwithstanding anything to the contrary contained in the Franchise Agreement, to the extent that the Franchise Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
Any provision in the Franchise Agreement that is inconsistent with the New York General Business Law, Article 33, Section 680 - 695 may not be enforceable.
Any provision in the Franchise Agreement requiring franchisee to sign a general release of claims against franchisor does not release any claim franchisee may have under New York General Business Law, Article 33, Sections 680-695.
The New York Franchise Law shall govern any claim arising under that law.
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
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- The following provision in Section 16.B of the Franchise Agreement is hereby deleted: "You acknowledge that you are entering into this Agreement as a result of your own independent investigation of the KITCHEN SOLVERS franchise program and not as a result of any representation about us made by our shareholders, officers, directors, employees, agents, representatives, independent contractors or franchisees that is contrary to the terms identified in this Agreement or in any disclosure document, prospectus, or other similar document required or permitted to be given to you pursuant to applicable law."
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- Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.
This Addendum is being entered into in connection with the Franchise Agreement. In the event of any conflict between this Addendum and the Franchise Agreement, the terms and conditions of this Addendum shall apply.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to the 2025 Kitchen Solvers FDD, the franchise agreement can be modified through addendums, particularly to comply with state laws. For instance, addendums for New York, Maryland, Minnesota, and Virginia are included to address specific state franchise laws. These addendums amend provisions in the standard franchise agreement to ensure compliance with local regulations.
For example, the New York addendum modifies provisions that are inconsistent with the New York General Business Law, Article 33, §§680 - 695. Similarly, the Maryland addendum ensures that the agreement does not act as a release or waiver of liability under the Maryland Franchise Registration and Disclosure Law. The Minnesota addendum addresses issues such as defense against infringement claims, termination and nonrenewal rights, and litigation conduct. The Virginia addendum addresses restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, regarding the cancellation of a franchise without reasonable cause.
These addendums take precedence over the original agreement in case of any conflict, ensuring that franchisees' rights under state laws are protected. Except for the specific modifications outlined in the addendums, the original franchise agreement remains in full effect. This approach allows Kitchen Solvers to maintain a standardized agreement while accommodating the legal requirements of different states, which is a common practice in franchising to ensure legal compliance across various jurisdictions.