factual

How is the language of the My Salon Suite Franchise Agreement construed?

My_Salon_Suite Franchise · 2025 FDD

Answer from 2025 FDD Document

th this Guaranty, the undersigned shall reimburse us for any of the above-listed costs and expenses we incur.

Each of the undersigned agrees that all actions arising under this Guaranty or the Agreement, or otherwise as a result of the relationship between us and the undersigned, must be commenced in state or federal court of general jurisdiction in Dallas, Texas, and each of the undersigned irrevocably submits to the jurisdiction of those courts and waives any objection he or she might have to either the jurisdiction of or venue in those courts. Nonetheless, each of the undersigned agrees that we may enforce this Guaranty and any arbitration orders and awards in the courts of the state or states in which he or she is domiciled.

IN WITNESS WHEREOF, each of the undersigned has affixed his or her signature on the same day and year as the Agreement was executed.

Signatures of Each Guarantor Percentage of Ownership Interest in Franchisee
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EXHIBIT D

TO THE FRANCHISE DISCLOSURE DOCUMENT CONVERSION ADDENDUM

The FRANCHISE AGREEMENT between whose address is at ("Franchisee") and Suite Management Franchising, LLC ("Franchisor") (the "Agreement") shall be amended by the addition of the following language, which shall be considered an integral part of the Agreement as of the date signed by us and set forth opposite our signature on this Addendum (the "Effective Date") (the "Addendum"):

WHEREAS, Franchisee operates an existing salon business (the "Existing Business");

WHEREAS, Franchisee desires to establish a franchise relationship with Franchisor;

WHEREAS, Franchisee desires to obtain the right to convert Existing Business to a My Salon Suite business ("Conversion Franchise") and to operate the Conversion Franchise pursuant to theSystemin accordance with the terms and conditions ofthe Agreement as amended herein;

WHEREAS, the parties acknowledge that, unless otherwise defined in this Addendum, all capitalized defined terms used in this Addendum shall have the same meaning as that attributed to such terms in the Agreement; and

NOW, THEREFORE, in consideration of the undertakings and commitments of each party to the other party set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. INCORPORATION OF TERMS OF AGREEMENT

This Addendum shall amend and supplement the Agreement simultaneously executed by the parties herein. The terms, covenants, and conditions of this Addendum are incorporated into the Agreement, and with respect to any conflict between the two agreements, the terms of this Addendum shall be controlling with respect to the subject matter thereof.

II. AMENDMENTS TO THE AGREEMENT

The Agreement shall be amended as follows:

    1. The last four (4) sentences of Section 2.B (Approved Location) shall be deleted in their entirety.
    1. Section 3.B (Royalty Fee) of the Agreement shall be supplemented by the following two (2) paragraphs:

In the event Franchisee has not commenced operation as a Conversion Franchise within ninety (90) days following the date of execution of this Agreement, effective on the first of the month after the ninety (90) days until commencement of operation of the Conversion Franchise, Franchisee will begin paying a minimum monthly Royalty Fee of One Thousand Dollar ($1,000).

Franchisee agrees to provide Franchisor with Franchisee's year-end financial statements and other information for the previous twelve (12) month period prior to signing the Agreement to convert your Existing Business to a Conversion Franchise.

  1. Section 7.A (Site Selection) and Subsection 8.A (Site Selection and Build-Out Assistance Zoning Clearances) of the Agreement shall be deleted in their entirety and replaced with the following:

Franchisee agrees to bear the cost and expense for making all alterations, modifications, and improvements as we may deem necessary to convert Franchisee's Existing Business to a Conversion Franchise. Franchisee acknowledges and agrees that approving Franchisee to operate a Conversion Franchise at the Existing Business's premises does not constitute a representation, promise, warranty, or guarantee by Franchisor that a My Salon Suite Franchised Business operated at that site will be profitable or otherwise successful.

  1. Section 7.E (Build-Out of Franchised Business) shall be deleted in its entirety and replaced with the following:

Within forty-five (45) days of Franchisee's execution of this Agreement and the Addendum, Franchisees agree to make all alterations, modifications and improvements to the Conversion Franchise premises as reasonably requested by Franchisor, which shall include, but not be limited to, replacing all signage, replacing the Existing Business's trade dress with My Salon Suite trade dress, and meeting the current standards of the System Standards. Franchisee will also replace all stationery, forms, invoices, business cards and all other written materials used in salon rental business with materials meeting our standards for such items and obtaining and replacing such equipment, computer hardware and software and other equipment (at your option), meeting our specifications and standards necessary to operate the Conversion Franchise under the System Standards; and to cancel and/or replace all forms of advertising, such as social media ads, online presence, and display ads, under the My Salon Suite name and substitute advertising approved by Franchisor using the Proprietary Marks.

Source: Item 23 — RECEIPTS (FDD pages 95–230)

What This Means (2025 FDD)

The 2025 Franchise Disclosure Document (FDD) for My Salon Suite outlines several key aspects of how the Franchise Agreement is interpreted and applied, particularly concerning amendments, addenda, and the relationship between different agreements.

Specifically, any addenda to the Franchise Agreement, such as the Conversion Addendum or Renewal Addendum, are considered integral parts of the agreement. In case of conflicts between the addendum and the main agreement, the terms of the addendum will take precedence concerning the specific subject matter it addresses. This ensures that any modifications or updates are clearly prioritized and enforceable.

Furthermore, if a franchisee is granted the right to open multiple My Salon Suite locations within a Development Area, each new location will be subject to My Salon Suite's then-current form of franchise agreement. However, the initial Development Agreement remains in effect, and adherence to its terms is crucial. Failure to meet the development schedule or execute additional franchise agreements as required constitutes a material breach, potentially leading to termination of the Development Agreement and loss of territorial protection without any refund of the development fee. This underscores the importance of franchisees fulfilling their development obligations to maintain their rights and territorial exclusivity.

Renewal agreements also operate with specific considerations. Franchisees entering into a renewal agreement have the opportunity to be fully advised on the terms and conditions of the new agreement, including any addenda, and are expected to evaluate the risks and requirements associated with continuing to operate a My Salon Suite business. The renewal agreement supersedes specific sections of the original agreement, such as those pertaining to the renewal franchise fee, ensuring that the most current terms apply to the renewed franchise relationship.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.