Does the Bang Cookies franchise agreement consider each term and provision to be independent and severable?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
7. Miscellaneous.
- (a) If we hire an attorney or files suit against you because you have breached this Agreement and if we prevail in such lawsuit, you agree to pay the reasonable attorney fees and costs that we incur.
- (b) Each section of this Agreement, including each subsection and portion thereof, is severable. In the event that any section, subsection or portion of this Agreement is unenforceable, it shall not affect the enforceability of any other section, subsection or portion; and each party to this Agreement agrees that the court may impose such limitations on the terms of this Agreement as it deems in its discretion necessary to make such terms reasonable in scope, duration and geographic area.
- (c) YOU ACKNOWLEDGE THAT THIS IS NOT AN EMPLOYMENT AGREEMENT.
- (d) YOU ACKNOWLEDGE AND AGREE THAT OUR FRANCHISOR, Bang Cookies Franchise LLC, IS NOT A PARTY TO THIS AGREEMENT BUT IS AN INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the franchise agreement includes a severability clause. This means that if a court finds any part of the agreement to be unenforceable, the remaining sections, subsections, or portions of the agreement will still be valid and enforceable.
This provision protects the overall integrity of the Bang Cookies franchise agreement. If a specific clause is deemed invalid, the entire agreement does not become void. Instead, the court may impose limitations to make the terms reasonable concerning scope, duration, and geographic area, ensuring as much of the original agreement as possible remains in effect.
For a prospective Bang Cookies franchisee, this clause offers a degree of assurance. It means that a dispute over one particular aspect of the agreement is less likely to jeopardize the entire franchise relationship. However, it's important to understand that a court's modifications could potentially alter the original intent of the agreement, so franchisees should seek legal counsel to understand the implications of any such changes.