For Kitchen Solvers, what is the relationship between the NASAA SOP Acknowledgment Rider and the jurisdictional requirements of the Applicable Franchise Registration State?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. Concurrently with the execution of this Rider, Franchisor and Franchisee are entering into a franchise agreement (the "Franchise Agreement,"), pursuant to which Franchisee will acquire the right and undertake the obligation to own and operate a franchised business that may be located in, or subject to the regulations of, one of the Regulated States (the "Applicable Franchise Registration State").
- B. Franchisor and Franchisee wish to amend the Franchise Agreement as provided in this Rider.
NOW, THEREFORE, for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Franchise Agreement is hereby amended as follows:
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- NASAA SOP Acknowledgment. For prospective franchisees that reside in or are seeking to operate the Franchised Business in any Regulated State, the Franchise Agreement will be amended to include the following provision:
- "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."
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- Except as provided in this Rider, the Franchise Agreement remains in full force and effect in accordance with its terms. This Rider shall be effective only to the extent that the jurisdictional requirements of the franchise law of the Applicable Franchise Registration State are met independently without reference to this Rider.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to Kitchen Solvers' 2025 Franchise Disclosure Document, the NASAA SOP Acknowledgment Rider is designed to amend the franchise agreement for prospective franchisees residing in or seeking to operate in a Regulated State, also referred to as the Applicable Franchise Registration State. The rider ensures that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Kitchen Solvers or its representatives. This provision overrides any conflicting terms in other documents related to the franchise agreement.
The effectiveness of the NASAA SOP Acknowledgment Rider is contingent upon meeting the jurisdictional requirements of the franchise law in the Applicable Franchise Registration State, independent of the rider itself. This means that the rider's provisions are only valid if the franchise agreement and the franchise relationship, in general, comply with the specific legal requirements of the state where the franchisee is located or will operate. The rider serves to reinforce franchisee rights within the framework of existing state franchise laws, rather than creating new or overriding existing jurisdictional requirements.
In practical terms, this means that a Kitchen Solvers franchisee operating in a Regulated State benefits from the added protection against inadvertently waiving their legal rights or disclaiming reliance on franchisor statements. However, this protection is only effective if the underlying franchise agreement and the franchise operation adhere to the state's franchise laws. Therefore, prospective franchisees should ensure that the franchise agreement complies with their state's specific regulations and seek legal counsel to understand their rights and obligations fully. The NASAA SOP Acknowledgment Rider acts as a safeguard, but it does not replace the need for compliance with all applicable state laws.