What is the relationship between the Kitchen Solvers Area Development Agreement and the Addendum for the State of Maryland?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
ADDENDUM TO KITCHEN SOLVERS® AREA DEVELOPMENT AGREEMENT FOR THE STATE OF MARYLAND
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 Addendum to the Area Development Agreement for the State of Maryland serves to modify the original agreement to comply with Maryland franchise law. The addendum specifies that if any terms in the Area Development Agreement are inconsistent with Maryland Franchise Registration and Disclosure Law, the terms of the addendum will take precedence.
Specifically, the addendum clarifies that representations requiring franchisees to waive liability do not apply to liability incurred under Maryland franchise law. It also ensures that franchisees are not prevented from bringing lawsuits in Maryland under the Maryland Franchise Registration and Disclosure Law and that the statute of limitations for such claims remains at three years. Additionally, the addendum states that federal bankruptcy laws may affect the enforcement of termination provisions related to franchisee bankruptcy.
The Kitchen Solvers addendum explicitly deletes certain sections of the Area Development Agreement, namely sections 9.17.1, 9.17.5, and 19.7.3, as well as Background Paragraph E. However, the addendum also states that all other parts of the Area Development Agreement remain in full effect. The addendum also clarifies that franchisees do not waive any claims under state franchise law or disclaim reliance on franchisor statements when signing documents related to the franchise relationship.