How are references to applicable law interpreted within the All Team agreement?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
duties hereunder.
- (j) Captions contained in this Agreement have been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof.
- (k) Each of the undersigned hereby represents and certifies that the parties signing below are authorized to do so.
- (l) Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular and vice versa; (b) references to any person include such person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; (c) references to one gender include all genders; (d) "including" is not limiting; (e) "or" has the inclusive meaning represented by the phrase "and/or"; (f) the words "hereof", "herein", "hereby", "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (g) section and subsection references are to this Agreement unless otherwise specified; (h) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (i) references to any applicable law means such applicable law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.
- (m) No termination of this Agreement, the Funding Agreement or the Guaranty shall in any way affect or impair the powers, obligations, duties, rights and liabilities of Secured Party or Debtor in any way or respect relating to (a) any transaction or event occurring prior to such termination, (b) any of the Collateral and (c) any of the undertakings, agreements, covenants, warranties and representations of Debtor contained in this Agreement, the Funding Agreement or the Guaranty.
- (n) All covenants, warranties and representations contained herein shall be true as of the date hereof and shall survive the execution and delivery of this Agreement. (o) This Agreement may be executed by the parties hereto in one or more counterparts, each of which taken together shall be deemed to constitute one and the same instrument.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, references to applicable law within the franchise agreement are interpreted to mean the law as it exists at any given time, including any amendments, modifications, codifications, or reenactments. This ensures that the agreement remains compliant with current legal standards throughout its term. This also means that if any valid law or regulation limits All Team's rights or requires longer notice periods than those specified in the agreement, the agreement will be amended to conform to those minimum requirements.
However, All Team retains the right to contest the validity, enforceability, or applicability of such laws or regulations in any action related to the agreement, its rescission, or termination. Furthermore, if any provision of the agreement conflicts with applicable law, that provision will be ineffective only to the extent that it does not comply with the law, and All Team will comply with the applicable law instead. This clause ensures that the franchise agreement remains legally sound and enforceable, while also allowing All Team to challenge laws they believe are incorrectly applied.
For franchisees, this means that the terms of their franchise agreement are subject to change based on evolving laws and regulations. While this provides a level of legal protection, it also introduces uncertainty, as the agreement's terms could be altered during the franchise term due to legal changes. Franchisees should stay informed about relevant legal developments and understand that their rights and obligations under the agreement may be affected by changes in applicable law. Additionally, if a state regulator requires an amendment to the agreement, it will be included in a State Law Addendum as Exhibit II.