Are the non-compete covenants in the Amerispec Inspection Services agreement considered independent of other provisions?
Amerispec_Inspection_Services Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.4 Independent Covenants.
The parties agree that each of the covenants contained in Paragraphs 15.2 and 15.3 shall be construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant in this Paragraph 15 is held to be unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which the Company is a party, the Franchisee expressly agrees to be bound by any lesser covenant subsumed with the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant was separately stated in and made a part of this Paragraph 15.
- 15.5 Reduction of Scope.
The Franchisee understands and acknowledges that the Company shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in Paragraphs 15.2 and 15.3 of this Agreement or any portion thereof, without the Franchisee's consent, effective immediately upon receipt by the Franchisee of the written notice of the reduction, and the Franchisee agrees that it shall immediately
comply with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Paragraph 21 of this Agreement.
Source: Item 23 — Receipts (FDD pages 47–172)
What This Means (2025 FDD)
According to Amerispec Inspection Services's 2025 Franchise Disclosure Document, the non-compete covenants outlined in Paragraphs 15.2 and 15.3 of the franchise agreement are explicitly designed to operate independently from any other covenant or provision within the agreement. This means that the enforceability and interpretation of these non-compete clauses are not contingent on the validity or performance of other parts of the agreement.
This independence has significant implications for a prospective Amerispec Inspection Services franchisee. Even if other aspects of the franchise agreement are disputed or found unenforceable, the non-compete obligations remain in effect. Specifically, Paragraph 15.2 addresses conduct during the term of the agreement, while Paragraph 15.3 outlines restrictions after termination or expiration, generally for a period of one year within a defined territory.
Moreover, the agreement specifies that if any part of the non-compete is deemed unreasonable, the franchisee agrees to adhere to the maximum duty permitted by law, as if that lesser covenant were explicitly written into the agreement. Amerispec Inspection Services also retains the right to reduce the scope of these covenants at any time by providing written notice to the franchisee. Franchisees must understand that these non-compete terms are designed to protect Amerispec Inspection Services's interests and can significantly restrict their business activities both during and after the franchise term.