Is the Mrcool Multi-Unit Development Agreement the entire agreement?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
| q. | Non-competition covenants during the term of the franchise | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Center developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
|---|---|---|---|
| r. | Non-competition covenants after the franchise is terminated or expires | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Center developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
| s. | Modification of the agreement | 5.4, 7.11 | Only by written agreement between you and us or if |
| governing law requires a modification. We can change | |||
| the form of the Franchise Agreement for future Centers | |||
| which will not alter your obligations under the Multi | |||
| Unit Development Agreement. | |||
| t. | Integration/merger clauses | 7.12 | The Multi-Unit Development Agreement is the entire |
| agreement between you and us relating to the | |||
| development of the Exclusive Territory. | |||
| Notwithstanding the foregoing, nothing in any | |||
| agreement is intended to disclaim the express | |||
| representations made in the | |||
| Franchise Disclosure | |||
| Document, its exhibits and amendments. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 43–50)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, the Multi-Unit Development Agreement serves as the complete agreement between Mrcool and the franchisee regarding the development of the exclusive territory. This means that all aspects of the development arrangement should be contained within this agreement. However, the disclosure clarifies that this does not disclaim any express representations made within the Franchise Disclosure Document (FDD), its exhibits, and amendments. Therefore, while the Development Agreement consolidates the terms for territory development, the FDD itself remains a relevant source of information and representations.
This integration/merger clause has important implications for prospective Mrcool multi-unit franchisees. It confirms that any prior agreements or understandings not included in the written Multi-Unit Development Agreement are generally not enforceable. Franchisees should ensure that all material terms and conditions they have negotiated are explicitly included in the written agreement. The exception regarding representations in the FDD protects the franchisee from misinformation presented during the pre-sale process.
However, franchisees should still carefully review the FDD and its exhibits for any additional details or clarifications that might affect their development obligations. It is also important to note that while the Multi-Unit Development Agreement is the entire agreement, each Mrcool center developed under it will be subject to non-competition covenants outlined in each respective Franchise Agreement. This means that while the development agreement governs the development of the territory, the operation of each individual franchise is governed by its own franchise agreement, which contains its own set of rules and restrictions.
In summary, while the Multi-Unit Development Agreement is intended to be the entire agreement, prospective Mrcool franchisees need to be aware of the interplay between the Development Agreement, the Franchise Disclosure Document, and the individual Franchise Agreements for each center they develop. Understanding these documents and how they relate to each other is crucial for a successful multi-unit franchise venture with Mrcool.