What actions will be taken to an unenforceable term or condition in the Bang Cookies franchise agreement?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
this Agreement than is required in this Agreement, or the taking of some other action not required by this Agreement, or if under any applicable and binding law or rule, any term and condition of this Agreement, or any specification, standard, or operating procedure Franchisor prescribes is invalid or unenforceable, then the greater prior notice and/or other action required by law or rule shall be substituted for the comparable provisions, and Franchisor has the right, in its sole discretion, to modify the invalid or unenforceable term and condition, specification, standard, or operating procedure to the extent required to be valid and enforceable. Franchisee agrees to be bound by any such substituted and/or modified term and condition of this Agreement imposing the maximum duty permitted by law that is prescribed within the terms of any provision of this Agreement as though it were originally and separately articulated in, and made a part of, this Agreement as of the Effective Date and/or any specification, standard or operating procedure Franchisor prescribes, which may result from striking from any terms and conditions, specifications, standards, or operating procedures, and any portion or portions thereof, a court may hold to be unenforceable or from reducing the scope of any promise or covenant to the extent required to comply with a court order. Modifications to this Agreement shall be effective only in those jurisdictions in which such terms and conditions, specifications, standards, or operating procedures are found to be unenforceable, unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, if any term or condition within the agreement is deemed invalid or unenforceable due to applicable laws or rules, the franchisor will take specific actions to address the issue. The franchisor will substitute the unenforceable provision with the greater prior notice and/or other action required by law or rule. Bang Cookies also retains the right to modify the term or condition to the extent necessary to ensure it is valid and enforceable.
As a prospective Bang Cookies franchisee, you must agree to be bound by any substituted or modified terms, which will impose the maximum duty permitted by law. This may involve removing portions of the original terms or reducing the scope of a promise or covenant to comply with a court order. These modifications will initially be effective only in jurisdictions where the original terms are found unenforceable, unless Bang Cookies decides to apply them more broadly.
This clause ensures that the Bang Cookies franchise agreement remains compliant with applicable laws and regulations, while also preserving the franchisor's intent as much as possible. Franchisees should be aware that the terms of their agreement could change based on legal rulings, and they will be obligated to adhere to these changes. This flexibility is common in franchise agreements to adapt to changing legal landscapes and maintain the agreement's overall enforceability.