Under what condition can Apricot Lane terminate the agreement if a section is deemed invalid?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
Each section, part, term and/or provision of this Agreement shall be considered severable, and if, for any reason, any section, part, term and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation, such shall not impair the operation of or affect the remaining portions, sections, parts, terms and/or provisions of this Agreement, and the latter will continue to be given full force and effect and bind the parties hereto; and said invalid sections, parts, terms and/or provisions shall be deemed not part of this
Agreement; provided, however, that if FRANCHISOR determines that said finding of illegality adversely affects the basic consideration of this Agreement, FRANCHISOR may, at its option, terminate this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to the 2025 Apricot Lane Franchise Disclosure Document, each section of the agreement is considered severable. If any section is deemed invalid due to conflict with existing or future laws, it will not affect the remaining portions of the agreement, which will remain in full effect. The invalid sections will be considered not part of the agreement.
However, Apricot Lane has the option to terminate the agreement if it determines that the finding of illegality adversely affects the basic consideration of the agreement. This means that if the invalidated section is crucial to the fundamental reasons why Apricot Lane entered into the agreement, they can choose to end the agreement.
This clause protects the overall enforceability of the franchise agreement while also providing Apricot Lane with an exit option if a critical component is invalidated. Prospective franchisees should understand that while the agreement is designed to remain intact even if parts are deemed invalid, there is a risk of termination if such invalidation significantly undermines the core purpose of the franchise relationship from Apricot Lane's perspective.