Fill and Sign the Fillable Online Ff 1096 Stp 5020 1 Amazon S3 Fax Email Form

FF 10/96© STP 5020-1 Form 5.02 Response Letters  [Response to comment number 1—changes are underscored.] A FEDERAL TRADE COMMISSION RULE AND THE MARYLAND FRANCHISE REGISTRATION AND DISCLOSURE LAW MAKE IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE WITHOUT FIRST PROVIDING THIS OFFERING CIRCULAR TO THE PROSPECTIVE FRANCHISEE AT THE EARLIER OF (1) THE FIRST PERSONAL MEETING, OR; (2) TEN BUSINESS DAYS BEFORE THE SIGNING OF ANY FRANCHISE OR RELATED AGREEMENT; OR (3) TEN BUSINESS DAYS BEFORE ANY PAYMENT. THE PROSPECTIVE FRANCHISEE MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE DAYS PRIOR TO THE SIGNING OF THE FRANCHISE AGREEMENT. ALTHOUGH THESE FRANCHISES HAVE BEEN REGISTERED UNDER THE MARYLAND FRANCHISE REGISTRATION AND DISCLOSURE LAW, REGISTRATION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE MARYLAND DIVISION OF SECURITIES THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE, ACCURATE AND NOT MISLEADING. IF THIS OFFERING CIRCULAR IS NOT DELIVERED ON TIME, OR IF IT CONTAINS A FALSE, INCOMPLETE, INACCURATE OR MISLEADING STATEMENT, A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C. 20580 AND THE OFFICE OF THE ATTORNEY GENERAL, DIVISION OF SECURITIES, 200 SAINT PAUL PLACE, 20TH FLOOR, BALTIMORE, MARYLAND 21202-2020. The Franchisor may be served by service to the Commissioner of Securities, Office of the Att orney General, Division of Securities, 200 Saint Paul Place, 20th Floor, Maryland 21202-2020. Maryland Control _____________________________________  Shown here is a sample set of responses to the Maryland regulator's comments. As is noted in t he other sample regulator's comment letters, the regulator is usually very specific regarding required language to be used and will indicate exactly where this language should be inserted. Form 5.02 5020-2© STP FF 10/96 [Response to comment number 2—changes are redlined.] ACKNOWLEDGMENT OF RECEIPT THIS OFFERING CIRCULAR IS PROVIDED FOR YOUR OWN PROTECTION AND CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THIS OFFERING CIRCULAR AND ALL CONTRACTS AND AGREEMENTS SHOULD BE READ CAREFULLY IN THEIR ENTIRETY FOR AN UNDERSTANDING OF ALL RIGHTS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE. A FEDERAL TRADE COMMISSION RULE AND THE MARYLAND FRANCHISE REGISTRATION AND DISCLOSURE LAW MAKE IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE WITHOUT FIRST PROVIDING THIS OFFERING CIRCULAR TO THE PROSPECTIVE FRANCHISEE AT THE EARLIER OF (1) THE FIRST PERSONAL MEETING; OR (2) TEN BUSINESS DAYS BEFORE ANY PAYMENT. THE PROSPECTIVE FRANCHISEE MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS PRIOR TO THE SIGNING OF THE FRANCHISE AGREEMENT. ALTHOUGH THESE FRANCHISES HAVE BEEN REGISTERED UNDER THE MARYLAND FRANCHISE REGISTRATION AND DISCLOSURE LAW, REGISTRATION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE MARYLAND DIVISION OF SECURITIES THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE, ACCURATE AND NOT MISLEADING. A FALSE, INCOMPLETE, INACCURATE OR MISLEADING STATEMENT MAY CONSTITUTE A VIOLATION OF BOTH FEDERAL AND STATE LAW. IF THIS OFFERING CIRCULAR IS NOT DELIVERED ON TIME, OR IF IT CONTAINS A FALSE, INCOMPLETE, INACCURATE OR MISLEADING STATEMENT, A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C. 20580 AND THE OFFICE OF THE ATTORNEY GENERAL, DIVISION OF SECURITIES, 200 SAINT PAUL PLACE, 20TH FLOOR, BALTIMORE, MARYLAND 21202-2020. The Franchisor's registered agent in the State of Maryland authorized to receive service of process is the Maryland Securities Commissioner, 200 Saint Paul Place, 20th Floor, Baltimore, Maryland 21202-2020. Form 5.02 FF 10/96© STP 5020-3 Franchisor Address Re: Maryland Disclosure Document Gentlemen: I hereby acknowledge receipt of the above-referenced Maryland Disclosure Document which has been provided to me. This Franchise Offering Circular includes (1) Franchise Agreement (Exhibit A); (2) Confidential Franchise Application (Exhibit B); (3) Option For [Franchisor] System Franchise (Exhibit C); (4) Standard Lease Package/Special Lease Package (Exhibit D); (5) Audited Financial Sta tements as of December 31, 1989, December 31, 1990 and December 31, 1991 (Exhibit E); (6) Current Listing of Franchises (Exhibit F); (7) Estimate of Franchise Sales by State (Exhibit G); and (8) Acknowledgment of Receipt of Completed Franchise Agreement and Related Documents (Exhibit H). I understand that the Federal Trade Commission Rule requires that prospective Franchisees receive a copy of the Maryland Disclosure Document at the earlier of: (1) the first personal meeting, or (2) ten business days before the execution of any franchise or related agreement, or (3) ten business days before a ny payment of consideration. I further understand that no application will be accepted from any prospecti ve Franchisee unless this letter is signed and the information requested below is fully completed at least ten (10) business days prior to the execution of any application or the payment of any consideration, whichever occurs first. Very truly yours,____________________________________________ Signature ____________________________________________ Print Name ____________________________________________ Home Address ____________________________________________ Date Disclosure Document Received ____________________________________________ Maryland Control No. Form 5.02 5020-4© STP FF 10/96 [Response to comment number 3—language should be inserted in either Item 5 or 6, whichever item discusses advertising expenditures.] The Advertising Fund shall be administered by an Advertising Committee composed of four representatives, two appointed by [Franchisor] and two elected or appointed by the Franchisee's Assoc iation. A report of the operations of the Advertising Fund shall be prepared annually by Franchisor and shall be made available to Franchisee upon request. [Response to comment number 4—language should be inserted in Item 17, prior to discussion of franchisee's responsibilities upon expiration or termination of the franchise agreement.] The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.). [Response to comment number 5 regarding offering circular language: Should be inserted immediately after the language which allows execution of a general release—changes are underscored]: If permitted by applicable law, Franchisee shall execute a general release, under seal, in a form satisfactory to Franchisor, of any and all claims against Franchisor. Any such general release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Form 5.02 FF 10/96© STP 5020-5 [Response to comment number 5 regarding franchise agreement language: Changes are easily inserted into a Rider to the Franchise Agreement—as underscored]: MARYLAND RIDERTO FRANCHISE AGREEMENT BETWEEN FRANCHISOR and This Rider forms a part of the aforesaid FRANCHISE AGREEMENT, dated , , as if the contents hereof were set forth therein. 1. Whenever the provisions of this Rider conflict with provisions contained elsewhere in this Franchise Agreement, the provisions of this Rider shall prevail to the extent of such conflict. 2. Paragraph of this Agreement is hereby deleted in its entirety and the following is inse rted in lieu thereof: If permitted by applicable law, Franchisee shall execute a general release, under seal, in a form satisfactory to Franchisor, of any and all claims against Franchisor. Any such general release shall not apply to any liability under the Maryland Franchise Regulation and Disclosure Law. FRANCHISOR: By: _________________________________________ Title: _______________________________________: FRANCHISEE ____________________________________________ By: _________________________________________ Title ________________________________________