Does the Kitchen Solvers Maryland Addendum modify the Area Development Agreement in its entirety?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
To the extent the Maryland Franchise Registration and Disclosure Law, Md. Code Bus. Reg. §§14-201 – 14-233 applies, the terms of this Addendum apply.
- Notwithstanding anything to the contrary contained in the Area Development Agreement, to the extent that the Area Development Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Area Development Agreement prevents the franchisee from bringing a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Area Development Agreement operates to reduce the 3-year statute of limitations afforded to a franchisee for bringing a claim arising under the Maryland Franchise Registration and Disclosure Law. Further, any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
The Federal Bankruptcy laws may not allow the enforcement of the provisions for termination upon bankruptcy of the franchisee.
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- Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Area Development Agreement.
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- Sections 9.17.1, 9.17.5, and 19.7.3 of the Area Development Agreement are hereby deleted.
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- Background, Paragraph E of the Area Development Agreement is hereby deleted.
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- Except as expressly modified by this Addendum, the Area Development Agreement remains unmodified and in full force and effect.
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- No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving and claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, the Maryland Addendum to the Area Development Agreement does not modify the agreement in its entirety. Instead, it specifically amends certain provisions to ensure compliance with Maryland law while leaving the rest of the agreement intact.
The addendum addresses potential inconsistencies between the Area Development Agreement and the Maryland Franchise Registration and Disclosure Law. It clarifies that representations requiring franchisees to waive liability do not act as waivers under Maryland law. It also confirms that franchisees can bring lawsuits in Maryland under the state's franchise law and that the 3-year statute of limitations for such claims remains in effect. Certain sections of the Area Development Agreement, specifically Sections 9.17.1, 9.17.5, and 19.7.3, along with Paragraph E of the Background section, are explicitly deleted by the addendum.
Importantly, the addendum states that unless expressly modified, the Area Development Agreement remains in full force and effect. This means that all other provisions of the original agreement continue to apply, providing a framework for the relationship between Kitchen Solvers and the area developer in Maryland. The addendum also clarifies that no statement or acknowledgment signed by the franchisee can waive claims under Maryland franchise law or disclaim reliance on statements made by Kitchen Solvers.
This approach of targeted modifications through an addendum is a common practice in franchising to address state-specific legal requirements without overhauling the entire agreement. Prospective Kitchen Solvers franchisees in Maryland should carefully review both the Area Development Agreement and the Maryland Addendum to understand their rights and obligations fully.