To what extent is each provision of the Indiana addendum effective for the Monicals Pizza Area Development Agreement?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
| This Addendum to the Area Development Agreement is agreed to this day of, 20, by and between Monical Pizza Corporation and | ||||
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| 1. | In recognition of the requirements of the Indiana Deceptive Franchise Practices Law, IC 23-2.2.7 and the Indiana Franchise Disclosure Law, IC 23-2-2-2.5, the Area Development Agreement for Monical Pizza Corporation is amended as follows: | |||
| | Section 8 of the Area Development Agreement is amended to prohibit unlawful unilateral termination of a franchise unless there is a material violation of the Area Development Agreement and termination is not in bad faith. | |||
| | Section 9.4 of the Area Development Agreement is amended subject to Indiana Code 23-2- 2.7-1(9) to provide that post-term non-competitor covenants shall have geographic limitation of the territory granted to Developer. | |||
| | Section 11.3 of the Area Development Agreement is amended to provide that Developer will not be required to indemnify Franchisor for any liability imposed upon Franchisor as a result of Developer's reliance upon or use of procedures or products, which were required by Franchisor, if such procedures or products were utilized by Developer in the manner required by Franchisor. | |||
| | Section 13.1 of the Area Development Agreement is amended to provide that in the event of a conflict between the laws of Indiana and Illinois, the Indiana Franchise Disclosure Law and/or the Indiana Deceptive Franchise Practices Law will prevail. | |||
| | Section 13.2 of the Area Development Agreement is amended to provide that Developer may commence litigation in Indiana for any cause of action under Indiana law. | |||
| | Section 13.7 of the Area Development Agreement is amended to provide that arbitration between Franchisor and Developer, shall be conducted in Indiana or a site mutually agreed upon. | |||
| 2. | Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Indiana Law applicable to the provisions are met independently of this Addendum. To the extent this Addendum shall be deemed to be inconsistent with any terms or conditions of said Area Development Agreement or exhibits or attachments thereto, the terms of this Addendum shall govern. IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Addendum, and understands and consents to be bound by all of its terms. MONICAL PIZZA CORPORATION: | Developer: | ||
| By: | By: | |||
| Title: | Title: |
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
According to Monicals Pizza's 2025 Franchise Disclosure Document, the Indiana addendum modifies the Area Development Agreement to comply with Indiana law. Specifically, the addendum addresses the Indiana Deceptive Franchise Practices Law, IC 23-2.2.7, and the Indiana Franchise Disclosure Law, IC 23-2-2-2.5.
The addendum includes several key provisions. It amends Section 8 of the Area Development Agreement to prevent unlawful unilateral termination of a franchise, requiring a material violation of the agreement and good faith for termination. Section 9.4 is revised, subject to Indiana Code 23-2-2.7-1(9), to geographically limit post-term non-compete covenants to the developer's granted territory. Section 11.3 is modified to protect the developer from indemnifying Monicals Pizza for liabilities resulting from reliance on required procedures or products, provided they were used as directed.
Furthermore, the addendum amends Section 13.1 to prioritize Indiana law in conflicts between Indiana and Illinois laws. Section 13.2 allows developers to initiate litigation in Indiana for causes of action under Indiana law, and Section 13.7 mandates that arbitration between Monicals Pizza and the developer occur in Indiana or a mutually agreed-upon location. However, the effectiveness of each provision is contingent upon meeting the jurisdictional requirements of Indiana law independently of the addendum. In case of inconsistencies between the addendum and the Area Development Agreement, the addendum's terms will prevail.