Does the Annex Brands franchise agreement include a section on severability and substitution of valid provisions, and if so, on what page can I find it?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
17. ENFORCEMENT
A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS. Except as expressly provided to the contrary in this Agreement, each Section, Subsection and provision of this Agreement, and any portion thereof, will be considered severable and if, for any reason, any such part of this Agreement is held to be invalid, contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, arbitrator, agency or tribunal with competent jurisdiction in a proceeding to which Franchisor is a party, that ruling will not impair the operation of, or have any other effect upon, such other parts of this Agreement as may remain otherwise intelligible, which will continue to be given full force and effect and bind the parties hereto, although any part held to be invalid will be deemed not to be a part of this Agreement from the date the time for appeal expires, if Franchisee is a party thereto, otherwise upon Franchisee's receipt of a written notice of non-enforcement thereof from Franchisor.
Franchisee agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement, or any specification, standard or operating procedure prescribed by Franchisor, any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which Franchisor is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court or arbitration order. Such modifications to this Agreement will be effective only in such jurisdiction, unless Franchisor elects to give them greater applicability, and will be enforced as originally made and entered into in all other jurisdictions.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to Annex Brands' 2025 Franchise Disclosure Document, the franchise agreement does include a section addressing severability and the substitution of valid provisions. Specifically, Section 17.A of the agreement details these terms. This section ensures that if any part of the agreement is deemed invalid or unenforceable by a court, arbitrator, or agency, the remaining parts of the agreement will still remain in effect, provided they are intelligible. The section also states that the franchisee agrees to be bound by the maximum duty permitted by law, even if it requires modifying or striking down portions of the agreement deemed unenforceable.
This clause is important for prospective Annex Brands franchisees because it provides a level of assurance that the entire agreement will not be invalidated if a single provision is found to be unenforceable. It also allows Annex Brands to modify any invalid or unenforceable provision, specification, standard, or operating procedure to the extent required to be valid and enforceable. This ensures that the agreement remains compliant with applicable laws and regulations, and that the franchisee is still bound by the maximum duty permitted by law.
The severability and substitution clause is a fairly standard provision in franchise agreements. It protects both the franchisor and the franchisee by ensuring that the agreement remains enforceable to the fullest extent possible. However, franchisees should carefully review this section to understand their obligations and rights in the event that a provision is deemed invalid or unenforceable. Franchisees should also be aware that Annex Brands has the right to modify any invalid or unenforceable provision, specification, standard, or operating procedure to the extent required to be valid and enforceable.
This information can be found on page 177 of the Annex Brands Franchise Disclosure Document.