Under the Aw franchise agreement, what is substituted for comparable provisions if a lawful requirement makes a provision invalid?
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 Aw's 2025 Franchise Disclosure Document, if a lawful requirement or court order deems any provision of the franchise agreement invalid or unenforceable, a revision of the specification, standard, or operating procedure will be substituted for the comparable provisions of the agreement. This substitution aims to make the modified provision enforceable to the greatest extent possible.
This means that Aw aims to maintain the enforceability of the franchise agreement even when faced with conflicting legal requirements. Instead of the entire agreement collapsing due to one invalid clause, Aw will modify the specific provision to comply with the law while still preserving the original intent as much as possible. This could involve changes to operational procedures, standards, or other specifications outlined in the agreement.
The franchisee is obligated to adhere to these modifications to the greatest extent lawfully permitted. However, the modification will not impact the operation of any other terms, provisions, and/or covenants of the agreement. This ensures that changes are targeted and do not create unintended consequences for other parts of the franchise relationship.
This clause provides a degree of flexibility and legal robustness to the Aw franchise agreement, protecting both the franchisor and franchisee from potential disruptions caused by changing laws or court orders. Franchisees should be aware of this clause, as it means that the terms of their agreement could be subject to change in response to legal developments.