To what extent are franchisees bound by modifications to the Aw franchise agreement due to lawful requirements?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
19.1 Invalid Provisions; Substitution of Valid Provisions. To the extent that any provision of this Agreement is deemed unenforceable, you agree that the invalid provision will be deemed modified or limited to the extent or manner necessary to make that particular provision valid and enforceable to the greatest extent possible in light of the intent of the parties expressed in that provision under the laws applied in the forum in which we are seeking to enforce it.
If any lawful requirement or court order of any jurisdiction: (1) requires a greater advance notice of the termination or non-renewal of this Agreement than is required under this Agreement, or the taking of some other action which is not required by this Agreement; or (2) makes any provision of this Agreement or any specification, standard or operating procedure we prescribed invalid or unenforceable, the advance notice and/or other action required or revision of the specification, standard or operating procedure will be substituted for the comparable provisions of this Agreement in order to make the modified provision enforceable to the greatest extent possible. You agree to be bound by the modification to the greatest extent lawfully permitted. No modification will impact the operation of, or have any other effect upon, any other terms, provisions, and/or covenants of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to the 2025 Aw Franchise Disclosure Document, franchisees are generally bound by modifications to the franchise agreement that arise from lawful requirements or court orders. Specifically, if any lawful requirement or court order necessitates a greater advance notice of termination or non-renewal than what is stipulated in the agreement, or if it mandates actions not initially required, those new requirements will supersede the original provisions. Similarly, if any provision of the agreement, standard, or operating procedure is deemed invalid or unenforceable due to a lawful requirement or court order, revisions will be made to ensure enforceability to the greatest extent possible.
Aw franchisees explicitly agree to be bound by these modifications, provided they are lawfully permitted. However, it's important to note that such modifications will not impact the operation or have any effect on other terms, provisions, and/or covenants of the agreement. This ensures that while certain aspects of the agreement may need to change to comply with legal requirements, the fundamental structure and intent of the agreement remain intact as much as possible.
This clause ensures that the Aw franchise agreement remains compliant with applicable laws and regulations. For a prospective franchisee, this means understanding that the agreement is subject to change if legal requirements dictate. While this provides a level of legal security for both the franchisee and Aw, it also introduces an element of uncertainty, as the specific terms of the franchise agreement could evolve over time due to unforeseen legal changes. Franchisees should stay informed about relevant laws and consult with legal counsel to understand how these modifications might affect their business operations.