What is the effect of a party waiving a breach of the Kitchen Solvers franchise agreement?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as set forth in Subparagraph 13.C, no waiver by either party of any breach by the other party, nor any delay or failure by either party to enforce any provision of this Agreement, will be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce the non-breaching party's rights with respect to that or any other or subsequent breach. Our subsequent acceptance of any payments due to us hereunder shall not be deemed to be a waiver by us of any preceding or succeeding breach by you of any terms, provisions, covenants, or conditions of this Agreement. Subject to our rights to modify the Exhibits to this Agreement, the Manual and/or System standards and requirements and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
Source: Item 22 — Contracts (FDD page 49)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, a waiver by either party of any breach of the franchise agreement by the other party does not constitute a waiver of any other or subsequent breach. Additionally, any delay or failure by either party to enforce any provision of the agreement will not be deemed a waiver to enforce the non-breaching party's rights with respect to that or any other subsequent breach. Kitchen Solvers' subsequent acceptance of any payments due will not be considered a waiver of any preceding or succeeding breach by the franchisee of any terms, provisions, covenants, or conditions of the agreement.
This means that even if Kitchen Solvers overlooks a violation of the franchise agreement by a franchisee, they still retain the right to enforce that specific provision or any other provision in the future. Similarly, if a franchisee overlooks a violation by Kitchen Solvers, the franchisee does not give up their right to enforce the agreement in the future. This clause protects Kitchen Solvers' ability to address ongoing or repeated violations, even if they initially showed leniency.
This type of clause is common in franchise agreements to ensure that franchisors like Kitchen Solvers retain their rights to enforce the agreement and maintain brand standards. It prevents franchisees from arguing that a past failure to enforce a rule means that the rule is no longer in effect. However, the Kitchen Solvers franchise agreement can only be waived, altered, or rescinded by a written agreement signed by both the franchisee and Kitchen Solvers, subject to Kitchen Solvers' rights to modify the exhibits to the agreement, the manual, and system standards and requirements.