What is the relationship between the Addendum and the original Kitchen Solvers Franchise Agreement?
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 Kitchen Solvers's 2025 Franchise Disclosure Document, the Addendum modifies the original Franchise Agreement to comply with specific state laws. These addenda are state-specific, such as those for New York, Maryland, Illinois, Minnesota, North Dakota, South Dakota, and Virginia, and are applicable to franchisees operating in those states.
In cases where there are conflicting terms between the Addendum and the Franchise Agreement, the terms of the Addendum will take precedence. The Addendum ensures that the Kitchen Solvers franchise adheres to local regulations, such as those related to waivers, releases, statutes of limitations, and governing law. For example, the Illinois Addendum addresses the deferral of initial franchise fees due to the franchisor's financial condition, while the Minnesota Addendum clarifies rights regarding termination, nonrenewal, and litigation venues.
Furthermore, certain provisions in the Franchise Agreement, such as those acknowledging independent investigation by the franchisee, are deleted by the Addendum to protect franchisees' rights under state laws. The Addendum also addresses issues like covenants not to compete and waivers of exemplary and punitive damages, ensuring compliance with state-specific franchise investment laws. Except for the specific modifications outlined in the Addendum, the original Franchise Agreement remains in full effect.
Prospective Kitchen Solvers franchisees should carefully review the Addendum applicable to their state to understand how it modifies the standard Franchise Agreement. This review will help them understand their rights and obligations under the franchise agreement, as well as any state-specific protections or requirements.