What aspect of the Ledgers Franchise Agreement does Indiana Code sections 23-2-2.5 and 23-2-2.7 supersede?

According to Ledgers' 2025 Franchise Disclosure Document, Indiana Code sections 23-2-2.5 and 23-2-2.7 supersede the choice of law clauses within the Ledgers Franchise Agreement. This means that for any Ledgers franchise agreement executed and operating within the state of Indiana, the provisions of Indiana franchise law will take precedence over any conflicting choice of law provisions in the standard Ledgers agreement.

For Ledgers franchisees in Indiana, this has several important implications. First, Indiana franchise laws will govern the agreement, regardless of what the standard Ledgers contract might say about applying another state's laws. Second, the right of a franchisee to initiate a civil action or arbitration within Indiana cannot be restricted by any clause in the agreement. Third, Ledgers is prohibited from terminating or refusing to renew a franchise in bad faith, and franchisees are afforded other protections and rights under Indiana Code 23-2-2.7-1.

Additionally, any non-competition clauses in the Ledgers Franchise Agreement that apply after termination or non-renewal are limited to the geographic territory granted in the agreement and must be construed in accordance with Indiana Code 23-2-2.7-1(9). The code also prohibits the choice of an exclusive forum outside of Indiana for dispute resolution. Finally, Indiana law, as interpreted by the Secretary of State, prohibits contract provisions regarding liquidated damages, and any inference that Ledgers is "entitled" to injunctive relief is replaced with "may seek."

In summary, these stipulations ensure that Ledgers franchisees operating in Indiana are protected by Indiana state laws, which override conflicting terms in the standard franchise agreement. This covers aspects such as choice of law, termination and renewal rights, non-competition clauses, dispute resolution, and other contractual provisions, providing a more secure legal framework for franchisees within the state.