FDD Revision Agreement

FDD Revision Agreement

This FDD Revision Agreement (the Agreement) is made as of by and between Franchisor: , an entity organized as under the laws of , with principal place of business at ; and Franchisee: , an entity organized as under the laws of , with principal place of business at .

Recitals

WHEREAS, Franchisor prepared a Franchise Disclosure Document (FDD) originally dated (the Original FDD) that was delivered to Franchisee in connection with Franchisee's consideration of a franchise; and

WHEREAS, Franchisor has determined that certain revisions to the Original FDD are necessary to update disclosures, correct errors, or reflect changes in operations, and Franchisor has prepared a revised disclosure identified as the Revised FDD effective as of ; and

WHEREAS, the parties desire to document the effect of the Revised FDD on their rights and obligations and to confirm the timing and consideration (if any) for such revisions.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Original FDD" means the Franchise Disclosure Document delivered to Franchisee and dated as set forth above. "Revised FDD" means the updated Franchise Disclosure Document prepared by Franchisor and effective as of the revision effective date specified above. "Effective Date" means the revision effective date set forth in Section 3.

2. Revision and Incorporation

Franchisor represents that the Revised FDD supersedes and replaces the corresponding sections of the Original FDD identified below and that the Revised FDD shall be deemed incorporated into the parties' franchise documentation to the extent required by law. The Revised FDD modifies the Original FDD as follows:

To the extent of any direct conflict between the Revised FDD and the Original FDD, the Revised FDD shall control with respect to disclosures and representations made therein after the Effective Date. Nothing in this Agreement shall be construed to amend the Franchise Agreement except as explicitly set forth in this Agreement.

3. Effective Date

The revisions described in Section 2 shall become effective on (the Effective Date).

4. Representations and Warranties

Franchisor represents and warrants that, as of the Effective Date, the Revised FDD contains disclosures that are true and correct to the best of Franchisor's knowledge and are prepared in good faith in accordance with applicable disclosure requirements. Franchisee represents that Franchisee has received and reviewed the Revised FDD and acknowledges receipt by executing this Agreement.

5. Consideration

As consideration for the obligations undertaken hereunder, parties acknowledge the following (check applicable and provide amounts if monetary consideration is paid):

No additional monetary consideration; mutual promises constitute sufficient consideration.

Fee paid by Franchisee: $

6. Compliance and Reliance

Franchisee agrees to rely only on the disclosures contained in the Revised FDD as of the Effective Date and not on any prior oral or written representations inconsistent therewith. Franchisor shall use commercially reasonable efforts to ensure that disclosures in the Revised FDD remain accurate and complete, and shall notify Franchisee promptly of any material information that would alter the disclosures.

7. Confidentiality

All non-public information included in the Revised FDD and marked or otherwise identified as confidential shall remain Confidential Information under the parties' confidentiality obligations. Franchisee shall not disclose confidential provisions of the Revised FDD except as required by law or as necessary to obtain professional advice, in which case Franchisee shall ensure recipients are bound to confidentiality.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any claims, liabilities, losses, damages, fines or expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of any representation, warranty or obligation under this Agreement.

9. Limitation of Liability

Except for liabilities resulting from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of or relating to this Agreement, regardless of the form of action.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective notice addresses set forth below. Notices shall be effective upon receipt.

11. Amendment; Waiver

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or subsequent breach.

12. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

14. Entire Agreement; Severability

This Agreement, together with the Revised FDD as incorporated herein and any other documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Any obligations that by their nature would survive termination or expiration of this Agreement shall so survive.

Sign Now