What happens to other provisions of the Bambu Franchise Agreement if one provision is deemed invalid?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event that any arbitrator or court of competent jurisdiction determines that any provision of this Agreement, including but not limited to any of the restrictive covenants contained in Article 21 hereof, are unenforceable as written for any reason, including for purposes of the restrictive covenants, reasons that the areas of restriction exceed the reasonable maximum time period, geographic area or scope, then the parties hereby request and authorize the arbitrator or court to "blue pencil" such provision so as to make it enforceable and to best carry out the intent of the parties, or to deem such provision severed from this Agreement if it cannot be so modified.
The holding, declaration or pronouncement shall not adversely affect any other provisions of this Agreement, which shall otherwise remain in full force and effect.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to the 2025 Bambu Franchise Disclosure Document, if a court or arbitrator finds any provision of the agreement unenforceable, including restrictive covenants, they are authorized to modify the provision to make it enforceable, while still attempting to maintain the original intent of both parties. This modification is sometimes referred to as "blue penciling." If the provision cannot be modified to be enforceable, it will be removed or severed from the agreement.
Importantly, the determination that one provision is invalid does not impact the rest of the agreement. All other provisions of the Bambu Franchise Agreement will remain in full effect. This ensures that the entire agreement is not voided due to a problem with a single clause.
This clause is fairly standard in franchise agreements. It aims to preserve as much of the original agreement as possible, providing clarity and stability for both Bambu and the franchisee. Prospective franchisees should understand that while some terms might be altered or removed, the core obligations and rights outlined in the agreement will generally remain.