Under the Aw franchise agreement, what is the process for substituting a valid provision for an invalid one, and what are the limitations?
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, the invalid provision 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 the parties, as expressed in the provision, and under the laws applied in the forum where Aw is seeking to enforce it. This ensures that the agreement remains as close as possible to the parties' original intentions while complying with legal requirements.
Additionally, 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, that requirement will be substituted for the comparable provisions in the agreement. Similarly, if any provision of the agreement, or any specification, standard, or operating procedure prescribed by Aw, is rendered invalid or unenforceable by a lawful requirement or court order, a revision of the specification, standard, or operating procedure will be substituted. The franchisee agrees to be bound by these modifications to the greatest extent lawfully permitted.
However, it's important to note that no modification will impact the operation of, or have any other effect upon, any other terms, provisions, and/or covenants of the agreement. This ensures that changes made to one part of the agreement do not inadvertently disrupt or alter other aspects of the franchise relationship. Furthermore, specific clauses may be void or modified based on the Illinois Franchise Disclosure Act, indicating that certain protections and regulations under Illinois law take precedence over conflicting provisions in the standard franchise agreement within that state.