Does a modification to one provision of the Aw franchise agreement affect other provisions?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
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 FDD, modifications to one provision of the Aw franchise agreement generally do not impact other provisions, with some exceptions. Specifically, the franchise agreement states that if any lawful requirement or court order makes a provision invalid or unenforceable, a revision will be substituted for the comparable provisions to make the modified provision enforceable. However, the agreement explicitly states that "No modification will impact the operation of, or have any other effect upon, any other terms, provisions, and/or covenants of this Agreement."
However, the FDD also includes specific amendments that do affect certain provisions, particularly concerning the Illinois Franchise Disclosure Act. For example, Section 18.4 regarding "Governing Law/Consent to Jurisdiction" and Section 18.6 on "Waiver of Jury Trial" are amended with respect to causes of action enforceable in Illinois. Similarly, the provisions in Section 3 on Renewal and Section 15 on Termination are modified to align with the Illinois Franchise Disclosure Act, indicating that franchisee rights upon termination and non-renewal are governed by Sections 19 and 20 of the Act.
Furthermore, Section 10.1 regarding the "Initial Franchise Fee" is amended to defer the fee until Aw has completed all initial obligations to the franchisee and the franchisee has commenced business, a requirement by the Illinois Attorney General due to Aw's financial condition. These modifications demonstrate that while the general intent is to avoid impacting other provisions, specific legal and regulatory requirements can necessitate changes that do affect other parts of the agreement. Therefore, prospective franchisees should carefully review all amendments and modifications to understand their full implications.