In the Aw franchise agreement, to what extent will an invalid provision be modified or limited?
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 Aw's 2025 Franchise Disclosure Document, if any provision in the franchise agreement is deemed unenforceable, it will be modified or limited to the extent necessary to make it valid and enforceable. This modification will be done in a manner that aligns with the original intent of both parties, as expressed in the provision, and under the laws applied in the forum where Aw seeks to enforce it. This ensures that the agreement remains as effective as possible, while still adhering to legal requirements.
Furthermore, 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 requires some other action not already included, those new requirements will be substituted for the original provisions. Similarly, if any provision of the agreement, or any standard or operating procedure prescribed by Aw, is rendered invalid or unenforceable due to a legal requirement or court order, the necessary revisions will be made to ensure the modified provision is enforceable to the greatest extent possible.
The franchisee agrees to be bound by these modifications, as long as they are lawfully permitted. It is important to note that any such modification will not affect the operation or any other terms, provisions, or covenants of the agreement. This ensures that while specific clauses may be altered to comply with legal standards, the overall integrity and intent of the franchise agreement remain intact. This clause aims to balance enforceability with the original intentions of the agreement, providing a framework for adapting to unforeseen legal challenges while maintaining the core understanding between Aw and its franchisees.