What is the Assignor representing about the All Dogs Unleashed agreement's enforceability?
All_Dogs_Unleashed Franchise · 2025 FDDAnswer from 2025 FDD Document
tion does not apply to my ownership of less than five percent beneficial interest in the outstanding securities of any publicly held corporation.
-
- I agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Confidentiality Agreement. If all or any portion of a covenant in this Confidentiality Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor is a party, I expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Confidentiality Agreement.
-
- I understand and acknowledge that Franchisor shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Confidentiality Agreement, or any portion thereof, without my consent, effective immediately upon my receipt of written notice thereof, and I agree to comply forthwith with any covenant as so modified.
-
- Franchisor is a third-party beneficiary of this Confidentiality Agreement and may enforce it, solely and/or jointly with the Franchisee. I am aware that my violation of this Confidentiality Agreement will cause Franchisor and the Franchisee irreparable harm; therefore, I acknowledge and agree that the Franchisee and/or Franchisor may apply for the issuance of an injunction preventing me from violating this Confidentiality Agreement, and I agree to pay the Franchisee and Franchisor all the costs it/they incur(s), including, without limitation, legal fees and expenses, if this Confidentiality Agreement is enforced against me. Due to the importance of this Confidentiality Agreement to the Franchisee and Franchisor, any claim I have against the Franchisee or Franchisor is a separate matter and does not entitle me to violate or justify any violation of this Confidentiality Agreement.
-
- This Confidentiality Agreement shall be construed under the laws of the State of Texas. The only way this Confidentiality Agreement can be changed is in writing signed by both the Franchisee and me.
-
Source: Item 23 — RECEIPTS (FDD pages 49–158)
What This Means (2025 FDD)
Based on the 2025 All Dogs Unleashed Franchise Disclosure Document, the franchisor includes several provisions to ensure the enforceability of the franchise agreement and related covenants. Specifically, if a court finds any part of the confidentiality agreement unreasonable or unenforceable, the franchisee agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. This ensures that some level of restriction remains in place, even if the original clause is deemed too broad.
Additionally, All Dogs Unleashed retains the right to reduce the scope of any covenant in the confidentiality agreement without the franchisee's consent, effective immediately upon written notice. This allows All Dogs Unleashed to modify the restrictions to ensure they are enforceable and reasonable, while still protecting the franchisor's interests. The FDD also states that All Dogs Unleashed is a third-party beneficiary of the Confidentiality Agreement and may enforce it, jointly or solely with the franchisee, indicating their intent to actively protect their interests.
Furthermore, the franchisee acknowledges that they have conducted an independent investigation of the All Dogs Unleashed franchise opportunity and are entering the agreement with an understanding of the business risks involved. The franchisee also represents that they have not relied on any representations from All Dogs Unleashed or its agents regarding potential gross sales, expenses, or profits, except for those contained in the franchise disclosure document. This acknowledgement aims to prevent future disputes based on alleged misrepresentations.
Finally, the agreement includes clauses addressing waivers and the survival of covenants. The franchisor's failure to enforce a provision at one time does not waive their right to enforce it later, and covenants that require performance after the agreement's termination remain enforceable. These provisions collectively aim to strengthen the enforceability of the All Dogs Unleashed franchise agreement and protect the franchisor's interests over the long term.