Does the Bath Tune Up agreement specify that the non-compete covenants are independent of other provisions?
Bath_Tune_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
- (d) Franchisee acknowledges that each of the covenants contained in this section is a reasonable limitation as to time, geographical area, and scope of activity to be restrained, and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Franchisor. Each of the covenants in this section will be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this section is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor is a party, Franchisee expressly agrees to be bound by any lesser covenant subsumed within the terms of the covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this section. This section will not apply to the ownership of less than a 1% beneficial interest in the outstanding equity securities of any publicly held company.
- (e) Franchisee understands and acknowledges that Franchisor may, in its sole discretion, reduce the scope of any covenant in this section without Franchisee's consent, effective immediately upon notice to Franchisee. Franchisee agrees that any covenant as so modified will be fully enforceable, and Franchisee covenants that it will comply with the modified covenant.
- (f) Franchisee expressly agrees that the existence of any claims it may have against Franchisor, whether or not arising from this Agreement, will not constitute a defense to the enforcement by Franchisor of the covenants in this section.
Source: Item 22 — CONTRACTS (FDD page 52)
What This Means (2025 FDD)
According to the 2025 Bath Tune Up Franchise Disclosure Document, the non-compete covenants within the franchise agreement are explicitly designed to operate independently of other provisions. This means that the enforceability of the non-compete clauses is not contingent on the validity or enforceability of any other part of the agreement.
Bath Tune Up emphasizes the reasonableness of the non-compete limitations in terms of time, geographical area, and scope, asserting they are no greater than necessary to protect the brand's goodwill and business interests. The agreement also states that if a court finds any portion of the non-compete unreasonable, the franchisee agrees to be bound by a lesser, legally permissible covenant.
Furthermore, the Bath Tune Up franchise agreement specifies that any claims a franchisee may have against the franchisor do not constitute a defense against the enforcement of the non-compete covenants. Bath Tune Up also retains the right to reduce the scope of any covenant without the franchisee's consent, ensuring the modified covenant remains fully enforceable. This independence and the franchisor's ability to modify the covenants underscore the importance Bath Tune Up places on protecting its business interests through these restrictions.