Business FDD Update Form

Business FDD Update Form

Parties

Franchisor Name:

Recitals

WHEREAS, Franchisor represents that it maintains a Franchise Disclosure Document (FDD) for the franchise system known as , originally issued on ; and

WHEREAS, Franchisor desires to prepare and incorporate certain updates, amendments and supporting materials into its FDD and to engage Service Provider to prepare such updates, and Service Provider represents that it has the skill and experience to perform the services described herein;

WHEREAS, the parties agree that the procedures and deliverables set forth in this Business FDD Update Form shall govern the preparation, delivery and effective incorporation of updates to the FDD.

Scope of Work

Service Provider shall perform the services necessary to prepare, revise and deliver the updates identified below and any associated supporting exhibits, summaries and client-authorized redline drafts.

Deliverables and Schedule

Service Provider will deliver draft updates, consolidated final draft, and redline as applicable. Effective incorporation into the FDD shall occur on the Effective Date set forth below upon Franchisor's written acceptance and full payment of required fees.

Payment Terms

As consideration for the services performed, Franchisor agrees to pay Service Provider fees in accordance with the schedule below. All fees are denominated in U.S. Dollars and are non‑refundable except as expressly provided herein.

Term and Termination

This agreement commences on the Start Date and remains in effect until the services described in the Scope of Work are completed and final payment is received, unless earlier terminated as provided below.

Confidentiality

Each party acknowledges that in connection with performance under this form it may receive Confidential Information of the other party. "Confidential Information" includes any nonpublic business, technical or financial information disclosed in connection with the services. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform its obligations under this agreement; and (c) not disclose such Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this agreement; (ii) was already known by the receiving party without obligation of confidentiality; or (iii) is rightfully obtained from a third party without restriction.

Governing Law

This Business FDD Update Form and any disputes arising out of or relating to it will be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the authority to enter into this agreement. Franchisor represents that the information it provides to Service Provider for purposes of preparing updates is true, accurate and complete to the best of its knowledge. Service Provider warrants that the services will be performed in a professional manner consistent with applicable standards. Each party agrees to indemnify, defend and hold harmless the other from third‑party claims arising from its breach of representations or willful misconduct.

Entire Agreement

This instrument, together with any attachments and executed statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, proposals or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Certification and Incorporation

Franchisor certifies that it will incorporate the agreed updates into its FDD as of the Effective Date and will maintain a complete record of authority supporting any representations contained in the updated FDD. Service Provider will retain draft materials and final deliverables for a period of time customary in the industry and as required by applicable law.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing). Notice shall be deemed given on delivery by hand, on receipt of confirmed email transmission, or three (3) days after deposit with an internationally recognized overnight courier.

Additional Provisions

If any provision of this agreement is held invalid or unenforceable, the remainder of the agreement will remain in full force and effect. The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality or misuse of proprietary materials and that equitable relief, including injunctive relief, may be sought in addition to other remedies.

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