The BAM Map · https://www.thebammap.com/rights/washington/ · September 26, 2026 · a guide to public law and BAM Franchising’s own filings; not legal advice
What the law says about a Bricks & Minifigs store in Washington.
This copy covers the 2026 edition as amended September 9, the one a buyer receives today. To print the edition you signed under, choose your year on the live page first. Every edition is there.
Registration state Relationship law Fee deferral on record
BAM lists 8 open stores in Washington and 1 coming soon. Below: the state’s statutes, BAM’s own addendum for Washington in each edition of its disclosure document, the conditions on BAM’s registration here, and what the document said in the year you signed.
This is a guide to public law and to BAM’s own filings. It is not legal advice, and nothing here is a finding of law or of any person’s liability. Statutes have deadlines, defenses and definitions that turn on facts this page cannot see: what you signed, when, and what you were told. A franchise lawyer licensed in your state can tell you what reaches you. BAM denies wrongdoing in the litigation described on this site.
Was BAM registered here?
| Edition | Effective in Washington per BAM’s Exhibit K |
|---|
| 2017 edition | blank in the filed copy |
| 2018 edition | blank in the filed copy |
| 2019 edition | blank in the filed copy |
| 2020 edition | blank in the filed copy |
| 2021 edition | blank in the filed copy |
| 2022 edition | pending |
| 2023 edition | blank in the filed copy |
| 2024 edition | blank in the filed copy |
| 2025 edition | blank in the filed copy |
| 2026 edition, April 8 | Pending |
| 2026 edition as amended September 9 | July 6, 2026 |
In the copies BAM filed with Minnesota for 2020, 2021, 2023, 2024 and 2025, every date cell in the state effective-dates table is blank; the 2022 copy reads “pending” for every state. The copy a buyer receives carries the dates. Your receipt page and your Exhibit K show yours.
Washington requires a franchise to be registered before it is offered or sold. A sale made while no registration was in effect is the first thing the statute below addresses.
Conditions on BAM’s registration here
BAM’s own addendum for Washington says initial fees are deferred until the store opens in these editions: 2017 edition, 2022 edition, 2023 edition, 2024 edition, 2026 edition, April 8, 2026 edition as amended September 9. A fee taken before opening, while that condition applied, was taken contrary to a condition of the registration.
“All initial franchise fees will be due and payable only after the franchisee has (a) received all initial training that it is entitled to under the Franchise Agreement or Franchise Disclosure Document, and (b) is open for business.”
BAM Franchising, 2017 edition, Washington addendum
“Franchisor will defer collection of the initial franchise fee until it has fulfilled its initial pre-opening obligations to the franchisee and the franchise is open for business. In the event that franchisee signs a Multiple Franchise Purchase Addendum, the deferral of initial franchise fees will be pro-rated, such that the franchisee will pay the franchisor the fee proportionally upon the opening of each unit franchise under the Multiple Franchise Purchase Addendum.”
“The State of Washington has imposed a financial condition under which the initial franchise fees due will be deferred until the franchisor has fulfilled its initial pre-opening obligations under the Franchise Agreement and the franchise is open for business. Because the Franchisor has material pre-opening obligations with respect to each franchised business the Franchisee opens under the Area Development Agreement, the State of Washington will require that the franchise fees be released proportionally with respect to each franchised business.”
“The State of Washington has imposed a financial condition under which the initial franchise fees due will be deferred until the franchisor has fulfilled its initial pre-opening obligations under the Franchise Agreement and the franchise is open for business. Because the Franchisor has material pre-opening obligations with respect to each franchised business the Franchisee opens under the Area Development Agreement, the State of Washington will require that the franchise fees be released proportionally with respect to each franchised business.”
“In lieu of an impound of franchise fees, the Franchisor will not require or accept the payment of any initial franchise fees until the franchisee has (a) received all pre-opening and initial training obligations that it is entitled to under the franchise agreement or offering circular, and (b) is open for business. Because franchisor has material pre-opening obligations with respect to each franchised business Franchisee opens under the area Development Agreement, payment of the franchise fee will be released proportionally with respect to each franchise outlet opened and until franchisor has met all its pre-opening obligations under the Agreement and Franchisee is open for business with respect to each such location.”
“In lieu of an impound of franchise fees, the Franchisor will not require or accept the payment of any initial franchise fees until the franchisee has (a) received all pre-opening and initial training obligations that it is entitled to under the franchise agreement or offering circular, and (b) is open for business. Because franchisor has material pre-opening obligations with respect to each franchised business Franchisee opens under the area Development Agreement, payment of the franchise fee will be released proportionally with respect to each franchise outlet opened and until franchisor has met all its pre-opening obligations under the Agreement and Franchisee is open for business with respect to each such location.”
BAM’s addendum for Washington, in its own words
Each edition’s complete addendum text, as filed, is on the live page.
2017 edition (same clauses in 2018 and 2019)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.”
2017 edition, Washington addendum
General releases.
“A release or waiver of rights executed by a franchisee will not include rights under the Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.”
2017 edition, Washington addendum
Other rights the addendum states.
“The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2017 edition, Washington addendum
“Transfer Fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.”
2017 edition, Washington addendum
The whole addendum
FDD Item 17; FA Sections 7 and 23
The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee will not include rights under the Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer Fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
All initial franchise fees will be due and payable only after the franchisee has (a) received all initial training that it is entitled to under the Franchise Agreement or Franchise Disclosure Document, and (b) is open for business.
Complete text of the Washington addendum, 2017 edition
2018 edition (same clauses as 2017)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.”
2018 edition, Washington addendum
General releases.
“A release or waiver of rights executed by a franchisee will not include rights under the Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.”
2018 edition, Washington addendum
Other rights the addendum states.
“The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2018 edition, Washington addendum
“Transfer Fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.”
2018 edition, Washington addendum
The whole addendum
FDD Item 17; FA Sections 7 and 23
The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee will not include rights under the Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer Fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
Complete text of the Washington addendum, 2018 edition
2019 edition (same clauses as 2017)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.”
2019 edition, Washington addendum
General releases.
“A release or waiver of rights executed by a franchisee will not include rights under the Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.”
2019 edition, Washington addendum
Other rights the addendum states.
“The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2019 edition, Washington addendum
“Transfer Fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.”
2019 edition, Washington addendum
The whole addendum
FDD Item 17; FA Sections 7 and 23
The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee will not include rights under the Washington Franchise Investment Protection Act, except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer Fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
2020 edition
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington,the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time ofthe arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out ofor in connection with the sale of franchises, or a violation ofthe Washington Franchise Investment Protection Act, in Washington.”
2020 edition, Washington addendum
General releases.
“A release or waiver ofrights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2020 edition, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2020 edition, Washington addendum
“Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.”
2020 edition, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee,including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year(an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor ofa franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year(an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.”
2020 edition, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee ofa franchisee ofthe same franchisor or (ii) soliciting or hiring any employee ofthe franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2020 edition, Washington addendum
The whole addendum
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail. RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration or mediation involving a franchise purchased in Washington,the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time ofthe arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out ofor in connection with the sale of franchises, or a violation ofthe Washington Franchise Investment Protection Act, in Washington.
A release or waiver ofrights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee,including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year(an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor ofa franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year(an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.
RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee ofa franchisee ofthe same franchisor or (ii) soliciting or hiring any employee ofthe franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
2021 edition
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington,the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time ofthe arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out ofor in connection with the sale of franchises, or a violation ofthe Washington Franchise Investment Protection Act,in Washington.”
2021 edition, Washington addendum
General releases.
“A release or waiver ofrights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2021 edition, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas oftermination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas oftermination and renewal of your franchise.”
2021 edition, Washington addendum
“Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.”
2021 edition, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee,including an employee ofa franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year(an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year(an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington
RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee ofa franchisee ofthe same franchisor or (ii) soliciting or hiring any employee ofthe franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2021 edition, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee ofa franchisee ofthe same franchisor or (ii) soliciting or hiring any employee ofthe franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2021 edition, Washington addendum
The whole addendum
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas oftermination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas oftermination and renewal of your franchise.
In any arbitration or mediation involving a franchise purchased in Washington,the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time ofthe arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out ofor in connection with the sale of franchises, or a violation ofthe Washington Franchise Investment Protection Act,in Washington.
A release or waiver ofrights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee,including an employee ofa franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year(an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year(an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington
RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee ofa franchisee ofthe same franchisor or (ii) soliciting or hiring any employee ofthe franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
2022 edition (same clauses in 2023 and 2024)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.”
2022 edition, Washington addendum
General releases.
“A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2022 edition, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2022 edition, Washington addendum
“Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.”
2022 edition, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.”
2022 edition, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2022 edition, Washington addendum
The whole addendum
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.
Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
Franchisor will defer collection of the initial franchise fee until it has fulfilled its initial pre-opening obligations to the franchisee and the franchise is open for business. In the event that franchisee signs a Multiple Franchise Purchase Addendum, the deferral of initial franchise fees will be pro-rated, such that the franchisee will pay the franchisor the fee proportionally upon the opening of each unit franchise under the Multiple Franchise Purchase Addendum.
2023 edition (same clauses as 2022)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.”
2023 edition, Washington addendum
General releases.
“A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2023 edition, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2023 edition, Washington addendum
“Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.”
2023 edition, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.”
2023 edition, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2023 edition, Washington addendum
The whole addendum
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail. RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington. A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington. The State of Washington has imposed a financial condition under which the initial franchise fees due will be deferred until the franchisor has fulfilled its initial pre-opening obligations under the Franchise Agreement and the franchise is open for business. Because the Franchisor has material pre-opening obligations with respect to each franchised business the Franchisee opens under the Area Development Agreement, the State of Washington will require that the franchise fees be released proportionally with respect to each franchised business.
2024 edition (same clauses as 2022)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.”
2024 edition, Washington addendum
General releases.
“A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2024 edition, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.”
2024 edition, Washington addendum
“Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.”
2024 edition, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.”
2024 edition, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2024 edition, Washington addendum
The whole addendum
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail. RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington. A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington. The State of Washington has imposed a financial condition under which the initial franchise fees due will be deferred until the franchisor has fulfilled its initial pre-opening obligations under the Franchise Agreement and the franchise is open for business. Because the Franchisor has material pre-opening obligations with respect to each franchised business the Franchisee opens under the Area Development Agreement, the State of Washington will require that the franchise fees be released proportionally with respect to each franchised business.
2025 edition (same clauses in April 2026 and September 2026)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.”
2025 edition, Washington addendum
General releases.
“A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).”
2025 edition, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.”
2025 edition, Washington addendum
“Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2025 edition, Washington addendum
“Transfer fees are collectable only to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.”
2025 edition, Washington addendum
“The franchisee may terminate the franchise agreement under any grounds permitted under state law.”
2025 edition, Washington addendum
“Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee’s business for any reason during the term of the franchise agreement without the franchisee’s consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.”
2025 edition, Washington addendum
“Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).”
2025 edition, Washington addendum
“RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).”
2025 edition, Washington addendum
“Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.”
2025 edition, Washington addendum
“Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party’s negligence, willful misconduct, strict liability, or fraud.”
2025 edition, Washington addendum
“If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys’ fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.”
2025 edition, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.”
2025 edition, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2025 edition, Washington addendum
“No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.”
2025 edition, Washington addendum
“Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).”
2025 edition, Washington addendum
The whole addendum
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
1. Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
2. Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
3. Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
4. General Release. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
5. Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
6. Transfer Fees. Transfer fees are collectable only to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.
7. Termination by Franchisee. The franchisee may terminate the franchise agreement under any grounds permitted under state law.
8. Certain Buy-Back Provisions. Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee’s business for any reason during the term of the franchise agreement without the franchisee’s consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
9. Fair and Reasonable Pricing. Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
10. Waiver of Exemplary & Punitive Damages. RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
11. Franchisor’s Business Judgement. Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
12. Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party’s negligence, willful misconduct, strict liability, or fraud.
13. Attorneys’ Fees. If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys’ fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
14. Noncompetition Covenants. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.
15. Nonsolicitation Agreements. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
16. Questionnaires and Acknowledgments. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
17. Prohibitions on Communicating with Regulators. Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).
18. Advisory Regarding Franchise Brokers. Under the Washington Franchise Investment Protection Act, a “franchise broker” is defined as a person that engages in the business of the offer or sale of franchises. A franchise broker represents the franchisor and is paid a fee for referring prospects to the franchisor and/or selling the franchise. If a franchisee is working with a franchise broker, franchisees are advised to carefully evaluate any information provided by the franchise broker about a franchise.
The undersigned parties do hereby acknowledge receipt of this Addendum. Dated this _______________ day of ____________________________________ 20______.
_______________________________ _______________________________ Signature of Franchisor Representative Signature of Franchisee Representative
_____________________________ _______________________________ Title of Franchisor Representative Title of Franchisee Representative
Instructions for franchisors:
• This addendum should also be used as an addendum to any development agreement.
• The Division does not object to a franchisor using a single addendum that modifies multiple agreements and documents (i.e., an addendum titled: “Washington Addendum to the Franchise Disclosure Document, the Franchise Agreement, the Development Agreement, and All Related Agreements”).
2026 edition, April 8 (same clauses as 2025)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.”
2026 edition, April 8, Washington addendum
General releases.
“A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).”
2026 edition, April 8, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.”
2026 edition, April 8, Washington addendum
“Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2026 edition, April 8, Washington addendum
“Transfer fees are collectable only to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.”
2026 edition, April 8, Washington addendum
“The franchisee may terminate the franchise agreement under any grounds permitted under state law.”
2026 edition, April 8, Washington addendum
“Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee’s business for any reason during the term of the franchise agreement without the franchisee’s consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.”
2026 edition, April 8, Washington addendum
“Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).”
2026 edition, April 8, Washington addendum
“RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).”
2026 edition, April 8, Washington addendum
“Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.”
2026 edition, April 8, Washington addendum
“Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party’s negligence, willful misconduct, strict liability, or fraud.”
2026 edition, April 8, Washington addendum
“If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys’ fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.”
2026 edition, April 8, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.”
2026 edition, April 8, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2026 edition, April 8, Washington addendum
“No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.”
2026 edition, April 8, Washington addendum
“Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).”
2026 edition, April 8, Washington addendum
The whole addendum
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
1. Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
2. Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
3. Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
4. General Release. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
5. Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
6. Transfer Fees. Transfer fees are collectable only to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.
7. Termination by Franchisee. The franchisee may terminate the franchise agreement under any grounds permitted under state law.
8. Certain Buy-Back Provisions. Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee’s business for any reason during the term of the franchise agreement without the franchisee’s consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
9. Fair and Reasonable Pricing. Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
10. Waiver of Exemplary & Punitive Damages. RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
11. Franchisor’s Business Judgement. Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
12. Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party’s negligence, willful misconduct, strict liability, or fraud.
13. Attorneys’ Fees. If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys’ fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
14. Noncompetition Covenants. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.
15. Nonsolicitation Agreements. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
16. Questionnaires and Acknowledgments. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
17. Prohibitions on Communicating with Regulators. Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).
18. Advisory Regarding Franchise Brokers. Under the Washington Franchise Investment Protection Act, a “franchise broker” is defined as a person that engages in the business of the offer or sale of franchises. A franchise broker represents the franchisor and is paid a fee for referring prospects to the franchisor and/or selling the franchise. If a franchisee is working with a franchise broker, franchisees are advised to carefully evaluate any information provided by the franchise broker about a franchise.
In lieu of an impound of franchise fees, the Franchisor will not require or accept the payment of any initial franchise fees until the franchisee has (a) received all pre-opening and initial training obligations that it is entitled to under the franchise agreement or offering circular, and (b) is open for business. Because franchisor has material pre-opening obligations with respect to each franchised business Franchisee opens under the area Development Agreement, payment of the franchise fee will be released proportionally with respect to each franchise outlet opened and until franchisor has met all its pre-opening obligations under the Agreement and Franchisee is open for business with respect to each such location.
The undersigned parties do hereby acknowledge receipt of this Addendum. Dated this _______________ day of ____________________________________ 20______.
_______________________________ _______________________________ Signature of Franchisor Representative Signature of Franchisee Representative
_____________________________ _______________________________ Title of Franchisor Representative Title of Franchisee Representative
Instructions for franchisors:
• This addendum should also be used as an addendum to any development agreement.
• The Division does not object to a franchisor using a single addendum that modifies multiple agreements and documents (i.e., an addendum titled: “Washington Addendum to the Franchise Disclosure Document, the Franchise Agreement, the Development Agreement, and All Related Agreements”).
2026 edition as amended September 9 (same clauses as 2025)
Where you can sue, and under whose law.
“In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.”
2026 edition as amended September 9, Washington addendum
General releases.
“A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).”
2026 edition as amended September 9, Washington addendum
Other rights the addendum states.
“RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.”
2026 edition as amended September 9, Washington addendum
“Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.”
2026 edition as amended September 9, Washington addendum
“Transfer fees are collectable only to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.”
2026 edition as amended September 9, Washington addendum
“The franchisee may terminate the franchise agreement under any grounds permitted under state law.”
2026 edition as amended September 9, Washington addendum
“Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee’s business for any reason during the term of the franchise agreement without the franchisee’s consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.”
2026 edition as amended September 9, Washington addendum
“Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).”
2026 edition as amended September 9, Washington addendum
“RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).”
2026 edition as amended September 9, Washington addendum
“Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.”
2026 edition as amended September 9, Washington addendum
“Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party’s negligence, willful misconduct, strict liability, or fraud.”
2026 edition as amended September 9, Washington addendum
“If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys’ fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.”
2026 edition as amended September 9, Washington addendum
“Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.”
2026 edition as amended September 9, Washington addendum
“RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.”
2026 edition as amended September 9, Washington addendum
“No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.”
2026 edition as amended September 9, Washington addendum
“Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).”
2026 edition as amended September 9, Washington addendum
The whole addendum
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
1. Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
2. Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
3. Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
4. General Release. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
5. Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
6. Transfer Fees. Transfer fees are collectable only to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.
7. Termination by Franchisee. The franchisee may terminate the franchise agreement under any grounds permitted under state law.
8. Certain Buy-Back Provisions. Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee’s business for any reason during the term of the franchise agreement without the franchisee’s consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
9. Fair and Reasonable Pricing. Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
10. Waiver of Exemplary & Punitive Damages. RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
11. Franchisor’s Business Judgement. Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
12. Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party’s negligence, willful misconduct, strict liability, or fraud.
13. Attorneys’ Fees. If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys’ fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
14. Noncompetition Covenants. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee’s earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor’s earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.
15. Nonsolicitation Agreements. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
16. Questionnaires and Acknowledgments. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
17. Prohibitions on Communicating with Regulators. Any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).
18. Advisory Regarding Franchise Brokers. Under the Washington Franchise Investment Protection Act, a “franchise broker” is defined as a person that engages in the business of the offer or sale of franchises. A franchise broker represents the franchisor and is paid a fee for referring prospects to the franchisor and/or selling the franchise. If a franchisee is working with a franchise broker, franchisees are advised to carefully evaluate any information provided by the franchise broker about a franchise.
In lieu of an impound of franchise fees, the Franchisor will not require or accept the payment of any initial franchise fees until the franchisee has (a) received all pre-opening and initial training obligations that it is entitled to under the franchise agreement or offering circular, and (b) is open for business. Because franchisor has material pre-opening obligations with respect to each franchised business Franchisee opens under the area Development Agreement, payment of the franchise fee will be released proportionally with respect to each franchise outlet opened and until franchisor has met all its pre-opening obligations under the Agreement and Franchisee is open for business with respect to each such location.
The undersigned parties do hereby acknowledge receipt of this Addendum. Dated this _______________ day of ____________________________________ 20______.
_______________________________ _______________________________ Signature of Franchisor Representative Signature of Franchisee Representative
_____________________________ _______________________________ Title of Franchisor Representative Title of Franchisee Representative
Instructions for franchisors:
• This addendum should also be used as an addendum to any development agreement.
• The Division does not object to a franchisor using a single addendum that modifies multiple agreements and documents (i.e., an addendum titled: “Washington Addendum to the Franchise Disclosure Document, the Franchise Agreement, the Development Agreement, and All Related Agreements”).
The statutes
Washington Franchise Investment Protection Act (RCW chapter 19.100).
“It is unlawful for any franchisor or subfranchisor to sell or offer to sell any franchise in this state unless the offer of the franchise has been registered under this chapter or exempted under RCW 19.100.030.”
RCW 19.100.020(1), unlawful to sell or offer an unregistered franchise.
Official text“The director may by rule or order require as a condition to the effectiveness of the registration the escrow or impound of franchise fees if he or she finds that such requirement is necessary and appropriate to protect prospective franchisees.”
RCW 19.100.050, escrow or impound of franchise fees as a registration condition.
Official text“It is unlawful for any franchise broker to offer to sell or sell a franchise in this state unless the franchise broker is registered under this chapter. It is unlawful for any franchisor, subfranchisor, or franchisee to employ a franchise broker unless the franchise broker is registered.”
RCW 19.100.140(1), franchise brokers must be registered.
Official text“It is unlawful for any person in connection with the offer, sale, or purchase of any franchise or subfranchise in this state directly or indirectly: (1) To make any untrue statement of a material fact in any application, notice, or report filed with the director under this law or willfully to omit to state in any application, notice or report, any material fact which is required to be stated therein or fails to notify the director of any material change as required by RCW 19.100.070 (3). (2) To sell or offer to sell by means of any written or oral communication which includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made not misleading.”
RCW 19.100.170(1) and (2), untrue statements in filings; untrue statements or omissions in the offer or sale.
Official text“(1) The parties shall deal with each other in good faith. (2) For the purposes of this chapter and without limiting its general application, it shall be an unfair or deceptive act or practice or an unfair method of competition and therefore unlawful and a violation of this chapter for any person to: (a) Restrict or inhibit the right of the franchisees to join an association of franchisees.”
RCW 19.100.180(1) and (2)(a), good faith; restricting franchisee associations unlawful.
Official text“(d) Sell, rent, or offer to sell to a franchisee any product or service for more than a fair and reasonable price. (e) Obtain money, goods, services, anything of value, or any other benefit from any other person with whom the franchisee does business on account of such business unless such benefit is disclosed to the franchisee.”
RCW 19.100.180(2)(d) and (e), fair and reasonable price; undisclosed benefits from franchisee's suppliers.
Official text“(g) Require franchisee to assent to a release, assignment, novation, or waiver which would relieve any person from liability imposed by this chapter, except as otherwise permitted by RCW 19.100.220.”
RCW 19.100.180(2)(g), releases and waivers of liability under the chapter.
Official text“(i) Refuse to renew a franchise without fairly compensating the franchisee for the fair market value, at the time of expiration of the franchise, of the franchisee's inventory, supplies, equipment, and furnishings purchased from the franchisor, and good will, exclusive of personalized materials which have no value to the franchisor, and inventory, supplies, equipment, and furnishings not reasonably required in the conduct of the franchise business: PROVIDED, That compensation need not be made to a franchisee for good will if (i) the franchisee has been given one year's notice of nonrenewal and (ii) the franchisor agrees in writing not to enforce any covenant which restrains the franchisee from competing with the franchisor: PROVIDED FURTHER, That a franchisor may offset against amounts owed to a franchisee under this subsection any amounts owed by such franchisee to the franchisor.”
RCW 19.100.180(2)(i), nonrenewal requires fair compensation including good will.
Official text“(j) Terminate a franchise prior to the expiration of its term except for good cause. Good cause shall include, without limitation, the failure of the franchisee to comply with lawful material provisions of the franchise or other agreement between the franchisor and the franchisee and to cure such default after being given written notice thereof and a reasonable opportunity, which in no event need be more than thirty days, to cure such default, or if such default cannot reasonably be cured within thirty days, the failure of the franchisee to initiate within thirty days substantial and continuing action to cure such default: PROVIDED, That after three willful and material breaches of the same term of the franchise agreement occurring within a twelve-month period, for which the franchisee has been given notice and an opportunity to cure as provided in this subsection, the franchisor may terminate the agreement upon any subsequent willful and material breach of the same term within the twelve-month period without providing notice or opportunity to cure: PROVIDED FURTHER, That a franchisor may terminate a franchise without giving prior notice or opportunity to cure a default if the franchisee: (i) Is adjudicated a bankrupt or insolvent; (ii) makes an assignment for the benefit of creditors or similar disposition of the assets of the franchise business; (iii) voluntarily abandons the franchise business; or (iv) is convicted of or pleads guilty or no contest to a charge of violating any law relating to the franchise business. Upon termination for good cause, the franchisor shall purchase from the franchisee at a fair market value at the time of termination, the franchisee's inventory and supplies, exclusive of (i) personalized materials which have no value to the franchisor; (ii) inventory and supplies not reasonably required in the conduct of the franchise business; and (iii), if the franchisee is to retain control of the premises of the franchise business, any inventory and supplies not purchased from the franchisor or on his or her express requirement: PROVIDED, That a franchisor may offset against amounts owed to a franchisee under this subsection any amounts owed by such franchisee to the franchisor.”
RCW 19.100.180(2)(j), termination only for good cause; notice and cure; repurchase of inventory on termination.
Official text“(1) The commission of any unfair or deceptive acts or practices or unfair methods of competition prohibited by RCW 19.100.180 as now or hereafter amended shall constitute an unfair or deceptive act or practice under the provisions of chapter 19.86 RCW. (2) Any person who sells or offers to sell a franchise in violation of this chapter shall be liable to the franchisee or subfranchisor who may sue at law or in equity for damages caused thereby for rescission or other relief as the court may deem appropriate. In the case of a violation of RCW 19.100.170 rescission is not available to the plaintiff if the defendant proves that the plaintiff knew the facts concerning the untruth or omission or that the defendant exercised reasonable care and did not know or if he or she had exercised reasonable care would not have known of the untruth or omission. (3) The suit authorized under subsection (2) of this section may be brought to recover the actual damages sustained by the plaintiff and the court may in its discretion increase the award of damages to an amount not to exceed three times the actual damages sustained: PROVIDED, That the prevailing party may in the discretion of the court recover the costs of said action including a reasonable attorneys' fee.”
RCW 19.100.190(1) to (3), civil action: Consumer Protection Act violation, damages, rescission, treble damages, attorneys' fees.
Official textThe federal Franchise Rule, 16 CFR Part 436. It has no private right of action of its own; it sets what BAM had to disclose and when, and every state statute above measures the document against it.
“In connection with the offer or sale of a franchise to be located in the United States of America or its territories, unless the transaction is exempted under subpart E of this part, it is an unfair or deceptive act or practice in violation of Section 5 of the Federal Trade Commission Act: (a) For any franchisor to fail to furnish a prospective franchisee with a copy of the franchisor's current disclosure document, as described in subparts C and D of this part, at least 14 calendar-days before the prospective franchisee signs a binding agreement with, or makes any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. (b) For any franchisor to alter unilaterally and materially the terms and conditions of the basic franchise agreement or any related agreements attached to the disclosure document without furnishing the prospective franchisee with a copy of each revised agreement at least seven calendar-days before the prospective franchisee signs the revised agreement. Changes to an agreement that arise out of negotiations initiated by the prospective franchisee do not trigger this seven calendar-day period.”
16 CFR 436.2(a) and (b), disclosure document 14 calendar days before signing or payment; revised agreements seven days before signing.
Official text“(v) Whether the franchisee must participate in any other advertising fund. If so, state: (A) Who contributes to the fund. (B) How much the franchisee must contribute to the fund and whether other franchisees must contribute a different amount or at a different rate. (C) Whether the franchisor-owned outlets must contribute to the fund and, if so, whether it is on the same basis as franchisees. (D) Who administers the fund. (E) Whether the fund is audited and when it is audited. (F) Whether financial statements of the fund are available for review by the franchisee. (G) How the funds were used in the most recently concluded fiscal year, including the percentages spent on production, media placement, administrative expenses, and a description of any other use.”
16 CFR 436.5(k)(4)(v), Item 11: advertising fund disclosures (who contributes, who administers, audit, financial statements, how the funds were used).
Official text“(vi) If not all advertising funds are spent in the fiscal year in which they accrue, how the franchisor uses the remaining amount, including whether franchisees receive a periodic accounting of how advertising fees are spent. (vii) The percentage of advertising funds, if any, that the franchisor uses principally to solicit new franchise sales.”
16 CFR 436.5(k)(4)(vi) and (vii), Item 11: unspent advertising funds and funds used to solicit franchise sales.
Official text“(8) Disclose, to the extent known, the name, address, telephone number, email address, and Web address (to the extent known) of each trademark-specific franchisee organization associated with the franchise system being offered, if such organization: (i) Has been created, sponsored, or endorsed by the franchisor. If so, state the relationship between the organization and the franchisor (for example, the organization was created by the franchisor, sponsored by the franchisor, or endorsed by the franchisor). (ii) Is incorporated or otherwise organized under state law and asks the franchisor to be included in the franchisor's disclosure document during the next fiscal year. Such organizations must renew their request on an annual basis by submitting a request no later than 60 days after the close of the franchisor's fiscal year. The franchisor has no obligation to verify the organization's continued existence at the end of each fiscal year. Franchisors may also include the following statement: “The following independent franchisee organizations have asked to be included in this disclosure document.””
16 CFR 436.5(t)(8), Item 20: listing of trademark specific franchisee organizations, including independent associations that ask to be included.
Official text“It is an unfair or deceptive act or practice in violation of Section 5 of the Federal Trade Commission Act for any franchise seller covered by part 436 to: (a) Make any claim or representation, orally, visually, or in writing, that contradicts the information required to be disclosed by this part. [...] (c) Disseminate any financial performance representations to prospective franchisees unless the franchisor has a reasonable basis and written substantiation for the representation at the time the representation is made, and the representation is included in Item 19 (§ 436.5(s)) of the franchisor's disclosure document. In conjunction with any such financial performance representation, the franchise seller shall also: (1) Disclose the information required by § 436.5(s)(3)(ii)(B) and (E) of this part if the representation relates to the past performance of the franchisor's outlets. (2) Include a clear and conspicuous admonition that a new franchisee's individual financial results may differ from the result stated in the financial performance representation. [...] (h) Disclaim or require a prospective franchisee to waive reliance on any representation made in the disclosure document or in its exhibits or amendments. Provided, however, that this provision is not intended to prevent a prospective franchisee from voluntarily waiving specific contract terms and conditions set forth in his or her disclosure document during the course of franchise sale negotiations.”
16 CFR 436.9(a), (c) and (h), additional prohibitions: contradicting the disclosure document; unsubstantiated financial performance representations; reliance disclaimers.
Official textWhat the document said, by edition
Each line is on this site with its record. The edition you received is on your receipt page.
2023 edition: 1 documented statement
Item 10. “We do not provide direct or indirect financing and do not assist in providing financing for you. We do not guarantee any notes or financial obligations.”
The recordBAM Franchising is the named lender on a $45,000 promissory note signed February 5, 2023 by the buyers of the Salem store, and its own audited statements carry the note. The financing assistance that does not exist
2024 edition: 3 documented statements
Item 10. “We do not provide direct or indirect financing and do not assist in providing financing for you.”
The recordBAM is the named lender on a $45,000 store-acquisition note dated February 5, 2023; its 2026 balance sheet carries a loan to the Peoria store. The financing assistance that does not exist
Item 3. No litigation to disclose.
The recordPlastic Palette LLC and Christina Cooper v. BAM Franchising, Clackamas County 24CV06902, was filed February 7, 2024, pleading $1,450,000, before this edition issued. It has never appeared in Item 3. The Canby store and the Cooper suit
Item 21. Audited and interim statements as attached.
The recordMinnesota’s examiner wrote on June 3, 2024 that the years in Item 21 did not match the balance sheet, and imposed a financial condition on the registration because of the ratio of current assets to current liabilities. The June 3, 2024 deficiency notice
2025 edition: 6 documented statements
Item 10. “We do not provide direct or indirect financing.”
The recordThe $45,000 note of February 2023 on which BAM is lender. The financing assistance that does not exist
Item 3. No litigation to disclose.
The recordCooper, 24CV06902, pending since February 2024, omitted. The September amendment, sentence by sentence
Item 20. Zero Oregon outlets reacquired from franchisees in 2024.
The recordBAM’s own verified complaint pleads that it repossessed the Keizer store on November 14, 2024 and sold it in early 2025 to its own recruiter and inspector. BAM’s own words, the ledger
Item 1 and Item 2. No parents to disclose; the chief financial officer serves “the Franchisor and the Franchisor’s Parent.”
The recordThe same document denies a parent and names one. The disclosure, edition by edition
Item 2. “He has been co-owner of Kragle, LLC, our franchisee in Orem, Utah, since June 2017.”
The recordBAM bought the Orem store from Kragle, the McNeff family company, in December 2024. The sentence stayed. BAM bought the Orem store from the McNeffs
Item 21, Note 5. A $140,000 note at 6 percent “requires monthly principal and interest payments of $9,305 from January 2024.”
The recordThe payment figure is copied from the Block Party Bricks note above it; the schedule shows all $140,000 unpaid at the end of 2024. BAM bought the Orem store from the McNeffs
2026 edition, April 8: 9 documented statements
Item 3. “Other than these actions, no litigation is required to be disclosed in this Item.”
The recordCooper, 24CV06902, $1,450,000, pending since February 2024, omitted. The Salem franchisees’ suit followed on April 16 and the case against Reckless Ben on May 27; the amendment came September 9. The September amendment, sentence by sentence
Item 13. “We have registrations for the following marks.”
The recordOn June 30, 2026 BAM assigned the entire interest in all thirteen marks and applications to BAM IP Holdings, LLC, recorded July 8. No amendment to Item 13 followed. The September amendment, sentence by sentence
Item 21. Unaudited interim financials “dated April 8, 2026” attached.
The recordThe interim attached was a management report for the quarter ended March 31, 2025, prepared April 8, 2025. The September amendment, sentence by sentence
Item 20. Outlet tables as stated.
The recordThe Keizer takeover and resale show no reacquisition and no sale to a franchisee; the Wesley Chapel store is listed twice and its operating corporation never. Wesley Chapel and the warrant
Hawaii addendum. “This registration is currently effective in California and Washington.”
The recordExhibit K of the same document lists California as “Pending”; California’s regulator shows nothing filed in 2026. The September amendment, sentence by sentence
Item 1. “We have one affiliate, Bricks by the Box, LLC.”
The recordItem 20 counts a subfranchisor in Labrador and the balance sheet carries a Canada investment; the audited notes call the affiliate a Virginia company and Item 1 a Utah one. BAM’s own words, the ledger
Item 2. “Kragle, LLC, our franchisee in Orem, Utah.”
The recordBought by BAM in December 2024. BAM bought the Orem store from the McNeffs
Item 11. “The franchise spent all of the advertising funds collected.”
The recordThe table under the sentence shows money left over, and the sentence repeats a 2022 figure. The fund
Item 10. “We do not provide direct or indirect financing.”
The recordThe $45,000 note on which BAM is lender. The financing assistance that does not exist
2026 edition as amended September 9: 5 documented statements
Item 3. “As of August 31, 2026, BAM has settled claims against Co-Defendant, Bryan Mansell and acquired … a permanent injunction against Mr. Mansell.”
The recordNo court has entered a permanent injunction against Bryan Mansell. The injunction on the docket is the preliminary one of July 7. The September amendment, sentence by sentence
Item 3. Cooper, 24CV06902, still omitted.
The recordA $1,450,000 suit pending since February 2024, stayed since May 2024. The September amendment, sentence by sentence
Item 13. “We have registrations for the following marks.”
The recordAll thirteen marks were assigned to BAM IP Holdings, LLC on June 30, 2026. The September amendment, sentence by sentence
Item 2. “Kragle, LLC, our franchisee in Orem, Utah.”
The recordBought by BAM in December 2024; certified again September 9, 2026. BAM bought the Orem store from the McNeffs
Item 20. The Utah company-owned outlet, 2024: none reacquired.
The recordBAM bought the store from its officers’ company that December and the table recorded nothing. BAM bought the Orem store from the McNeffs
The term, the venue clause and the cover-page warnings, by edition
BAM’s own Item 17 and state cover page, as filed. Your state addendum above may override the venue clause.
2017 edition
Term and renewal.
“Equal to the initial term of your Franchise Premises lease (but not less than 5 years or more than 10 years).
If you meet certain requirements, then you may renew for successive periods that match each renewal term of your lease for the Franchise Premises (but not less than 5 years or more than 10 years for each renewal period).”
Item 17, 2017 edition
Venue and governing law.
“Litigation in Clackamas County State of Oregon (subject to state law).
State of Oregon laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2017 edition
Arbitration.
“Arbitration and mediation in Clackamas County, State of Oregon (subject to State law).”
Item 17, 2017 edition
“1) THE FRANCHISE AGREEMENT PERMITS YOU TO MEDIATE AND ARBITRATE ONLY IN OREGON. OUT OF STATE MEDIATION AND ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO MEDIATE AND ARBITRATE WITH BAM FRANCHISING, INC. IN OREGON THAN IN YOUR HOME STATE.”
State cover page, 2017 edition
“2) THE FRANCHISE AGREEMENT STATES THAT OREGON LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LAWS IN YOUR STATE. YOU MAY WANT TO COMPARE THESE LAWS.”
State cover page, 2017 edition
“3) THE TERRITORY IS NOT EXCLUSIVE. YOU MAY FACE COMPETITION FROM OTHER FRANCHISEES, FROM FRANCHISOR-OWNED OUTLETS, OR FROM OTHER CHANNELS OF DISTRIBUTION, OR COMPETITIVE BRANDS THAT WE CONTROL. HOWEVER, EXCEPT AS PROVIDED IN THIS DISCLOSURE DOCUMENT, WHILE THE FRANCHISE AGREEMENT IS IN FORCE AND YOU ARE NOT IN DEFAULT OF ANY MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT, WE WILL NOT ESTABLISH OR LICENSE TO OTHERS THE RIGHT TO ESTABLISH A BRICKS & MINIFIGS® FRANCHISE WITHIN YOUR TERRITORY.”
State cover page, 2017 edition
“4) THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.”
State cover page, 2017 edition
2018 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Franchise Premises lease (but not less than 5 years or more than 7 years). The initial term is 5 years if you own the Franchise Premises.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Franchise Premises (but not less than 5 years or more than 7 years). Each renewal term is 5 years if you own the Franchise Premises.”
Item 17, 2018 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2018 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2018 edition
“1) THE FRANCHISE AGREEMENT PERMITS YOU TO MEDIATE AND ARBITRATE ONLY IN UTAH. OUT OF STATE MEDIATION AND ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO MEDIATE AND ARBITRATE WITH BAM FRANCHISING, INC. IN UTAH THAN IN YOUR HOME STATE.”
State cover page, 2018 edition
“2) THE FRANCHISE AGREEMENT STATES THAT UTAH LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LAWS IN YOUR STATE. YOU MAY WANT TO COMPARE THESE LAWS.”
State cover page, 2018 edition
“3) THE TERRITORY IS NOT EXCLUSIVE. YOU MAY FACE COMPETITION FROM OTHER FRANCHISEES, FROM FRANCHISOR-OWNED OUTLETS, OR FROM OTHER CHANNELS OF DISTRIBUTION, OR COMPETITIVE BRANDS THAT WE CONTROL. HOWEVER, EXCEPT AS PROVIDED IN THIS DISCLOSURE DOCUMENT, WHILE THE FRANCHISE AGREEMENT IS IN FORCE AND YOU ARE NOT IN DEFAULT OF ANY MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT, WE WILL NOT ESTABLISH OR LICENSE TO OTHERS THE RIGHT TO ESTABLISH A BRICKS & MINIFIGS® FRANCHISE WITHIN YOUR TERRITORY.”
State cover page, 2018 edition
“4) THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.”
State cover page, 2018 edition
2019 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 5 years or more than 7 years). The initial term is 5 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 5 years or more than 7 years). Each renewal term is 5 years if you own the Accepted Location.”
Item 17, 2019 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2019 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2019 edition
“1) THE FRANCHISE AGREEMENT PERMITS YOU TO MEDIATE AND ARBITRATE ONLY IN UTAH. OUT OF STATE MEDIATION AND ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO MEDIATE AND ARBITRATE WITH BAM FRANCHISING, INC. IN UTAH THAN IN YOUR HOME STATE.”
State cover page, 2019 edition
“2) THE FRANCHISE AGREEMENT STATES THAT UTAH LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LAWS IN YOUR STATE. YOU MAY WANT TO COMPARE THESE LAWS.”
State cover page, 2019 edition
“3) THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.”
State cover page, 2019 edition
2020 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 5 years or more than 7 years). The initial term is 5 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 5 years or more than 7 years). Each renewal term is 5 years if you own the Accepted Location.”
Item 17, 2020 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2020 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2020 edition
“1. Out-of-State Dispute Resolution. The franchise agreement requires you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2020 edition
2021 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial teen of your Accepted Location lease (but not less than 5 years or more than 7 years). The initial term is 5 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal ten!' of your lease for the Accepted Location (but not less than 5 years or more than 7 years). Each renewal term is 5 years if you own the Accepted Location.”
Item 17, 2021 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2021 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2021 edition
“1. Out-of-State Dispute Resolution. The franchise agreement requires you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2021 edition
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss or your investment.”
State cover page, 2021 edition
2022 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 5 years or more than 7 years). The initial term is 5 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 5 years or more than 7 years). Each renewal term is 5 years if you own the Accepted Location.”
Item 17, 2022 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2022 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2022 edition
“1. Out-of-State Dispute Resolution. The franchise agreement requires you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2022 edition
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss or your investment.”
State cover page, 2022 edition
2023 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 10 years or more than 12 years). The initial term is 10 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 10 years or more than 12 years). Each renewal term is 10 years if you own the Accepted Location.”
Item 17, 2023 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2023 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2023 edition
“1. Out-of-State Dispute Resolution. The franchise agreement as well as the area development agreement require you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2023 edition
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss or your investment.”
State cover page, 2023 edition
“3. Financial Condition. The franchisor’s financial condition, as reflected in its financial statements (see Item 21), calls into question the franchisor’s financial ability to provide services and support you.”
State cover page, 2023 edition
2024 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 10 years or more than 12 years). The initial term is 10 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 10 years or more than 12 years). Each renewal term is 10 years if you own the Accepted Location.”
Item 17, 2024 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2024 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2024 edition
“1. Out-of-State Dispute Resolution. The franchise agreement as well as the area development agreement require you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2024 edition
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss or your investment.”
State cover page, 2024 edition
“3. Financial Condition. The franchisor’s financial condition, as reflected in its financial statements (see Item 21), calls into question the franchisor’s financial ability to provide services and support you.”
State cover page, 2024 edition
“4. Unopened Franchises. The franchisor has signed a significant number of franchise agreements with franchisees who have not yet opened their outlets. If other franchisees are experiencing delays in opening their outlets, you also may experience delays in opening your own outlet.”
State cover page, 2024 edition
2025 edition
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 10 years or more than 12 years). The initial term is 10 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 10 years or more than 12 years). Each renewal term is 10 years if you own the Accepted Location.”
Item 17, 2025 edition
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2025 edition
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2025 edition
“1. Out-of-State Dispute Resolution. The franchise agreement as well as the area development agreement require you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2025 edition
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss or your investment.”
State cover page, 2025 edition
“3. Financial Condition. The franchisor’s financial condition, as reflected in its financial statements (see Item 21), calls into question the franchisor’s financial ability to provide services and support you.”
State cover page, 2025 edition
“4. Unopened Franchises. The franchisor has signed a significant number of franchise agreements with franchisees who have not yet opened their outlets. If other franchisees are experiencing delays in opening their outlets, you also may experience delays in opening your own outlet.”
State cover page, 2025 edition
“5. Unregistered Trademark. The primary trademark that you will use in your business is not federally registered. If the franchisor's right to use this trademark in your area is challenged, you may have to identify your business and its products or services with a name that differs from that used by other franchisees or the franchisor. This change can be expensive and may reduce brand recognition of the products or services you offer.”
State cover page, 2025 edition
2026 edition, April 8 (same text in September 2026)
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 10 years or more than 12 years). The initial term is 10 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 10 years or more than 12 years). Each renewal term is 10 years if you own the Accepted Location.”
Item 17, 2026 edition, April 8
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2026 edition, April 8
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2026 edition, April 8
“1. Out-of-State Dispute Resolution. The franchise agreement as well as the area development agreement require you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2026 edition, April 8
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss of your investment.”
State cover page, 2026 edition, April 8
“3. Financial Condition. The franchisor’s financial condition, as reflected in its financial statements (see Item 21), calls into question the franchisor’s financial ability to provide services and support you.”
State cover page, 2026 edition, April 8
“4. Unopened Franchises. The franchisor has signed a significant number of franchise agreements with franchisees who have not yet opened their outlets. If other franchisees are experiencing delays in opening their outlets, you also may experience delays in opening your own outlet.”
State cover page, 2026 edition, April 8
“5. Unregistered Trademark. The primary trademark that you will use in your business is not federally registered. If the franchisor's right to use this trademark in your area is challenged, you may have to identify your business and its products or services with a name that differs from that used by other franchisees or the franchisor. This change can be expensive and may reduce brand recognition of the products or services you offer.”
State cover page, 2026 edition, April 8
2026 edition as amended September 9 (same text as April 2026)
Term and renewal.
“The initial term of the Franchise Agreement is equal to the initial term of your Accepted Location lease (but not less than 10 years or more than 12 years). The initial term is 10 years if you own the Accepted Location.
If you meet certain requirements, then you may renew for successive periods. Each renewal term of the franchise will match the renewal term of your lease for the Accepted Location (but not less than 10 years or more than 12 years). Each renewal term is 10 years if you own the Accepted Location.”
Item 17, 2026 edition as amended September 9
Venue and governing law.
“Litigation in Utah County State of Utah (subject to state law).
State of Utah laws apply (unless prohibited by laws of state where Franchise is located).”
Item 17, 2026 edition as amended September 9
Arbitration.
“Arbitration and mediation in Utah County, State of Utah (subject to state law).”
Item 17, 2026 edition as amended September 9
“1. Out-of-State Dispute Resolution. The franchise agreement as well as the area development agreement require you to resolve disputes with the franchisor by mediation, arbitration and/or litigation only in Utah. Out-of-state mediation, arbitration, or litigation may force you to accept a less favorable settlement for disputes. It may also cost more to mediate, arbitrate, or litigate with the franchisor in Utah than in your own state.”
State cover page, 2026 edition as amended September 9
“2. Mandatory Minimum Payments. You must make minimum royalty or advertising fund payments regardless of your sales levels. Your inability to make the payments may result in termination of your franchise and loss of your investment.”
State cover page, 2026 edition as amended September 9
“3. Financial Condition. The franchisor’s financial condition, as reflected in its financial statements (see Item 21), calls into question the franchisor’s financial ability to provide services and support you.”
State cover page, 2026 edition as amended September 9
“4. Unopened Franchises. The franchisor has signed a significant number of franchise agreements with franchisees who have not yet opened their outlets. If other franchisees are experiencing delays in opening their outlets, you also may experience delays in opening your own outlet.”
State cover page, 2026 edition as amended September 9
“5. Unregistered Trademark. The primary trademark that you will use in your business is not federally registered. If the franchisor's right to use this trademark in your area is challenged, you may have to identify your business and its products or services with a name that differs from that used by other franchisees or the franchisor. This change can be expensive and may reduce brand recognition of the products or services you offer.”
State cover page, 2026 edition as amended September 9
What you can ask for in writing, today
The fund statement. Item 11 of the 2026 document: “We will prepare an annual un-audited statement of monies collected and costs incurred by the Fund and furnish it to you upon written request.” Every franchisee pays 1 percent of revenue into the fund. The request is a letter. What the fund’s own terms say
The document itself, from the state. Every edition BAM has filed since 2019 can be downloaded from the Minnesota Department of Commerce without asking the company. The September 2026 amendment is there, and so are the earlier editions. Minnesota CARDS, file 9006
An independent franchisee association, listed in the document. The federal Franchise Rule requires a franchisor to list, in Item 20, any independent franchisee organization that has asked in writing to be included. Once asked, it appears in every document BAM issues after that. The association question
Where to file
Washington State Department of Financial Institutions, Securities Division. Complaint intake
Federal Trade Commission. ReportFraud.ftc.gov takes reports from anyone, at any time. Reports are not public; they feed the database the Commission acts on when patterns form. https://reportfraud.ftc.gov/
← All states
The fair reading, and its limit. This is a guide to public law and to BAM’s own filings. It is not legal advice, and nothing here is a finding of law or of any person’s liability. Statutes have deadlines, defenses and definitions that turn on facts this page cannot see: what you signed, when, and what you were told. A franchise lawyer licensed in your state can tell you what reaches you. BAM denies wrongdoing in the litigation described on this site.
Sources. BAM Franchising, Inc., Franchise Disclosure Documents 2017 through the September 2026 amendment, as filed with the Minnesota Department of Commerce, file 9006: the state addenda, Exhibit K, the state cover pages. Statute text from each state legislature’s official site and ecfr.gov, accessed September 26, 2026. Store locations and opening dates from BAM’s own store finder and store records, as on the stores map. Franchisee names are not shown on this page.