Does the Bath Tune Up agreement state that the covenants are independent of each other?
Bath_Tune_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
located within, or within a 25 mile radius of, the Territory or the territory of any BATH TUNE-UP® business in existence or under development as of the expiration date.
For purposes of this section, "expiration date" is the date that this Agreement expires without renewal or is terminated (regardless of the reason for termination), or that Franchisee transfers all of its interest in this Agreement.
- (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.
Source: Item 22 — CONTRACTS (FDD page 52)
What This Means (2025 FDD)
According to Bath Tune Up's 2025 Franchise Disclosure Document, the franchise agreement specifies that each covenant within a particular section is considered independent of any other covenant or provision within the agreement. This means that if a court finds one covenant to be unreasonable or unenforceable, it does not affect the validity or enforceability of the remaining covenants.
Furthermore, the Bath Tune Up agreement states that if a court deems any portion of a covenant unreasonable, the franchisee agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. This ensures that the franchisee is still obligated to the fullest extent legally possible, even if the original covenant is partially invalidated.
Additionally, the Bath Tune Up franchise agreement clarifies that any claims the franchisee may have against Bath Tune Up do not serve as a defense against the enforcement of the covenants by Bath Tune Up. This provision reinforces the franchisor's ability to enforce the covenants, regardless of any disputes or claims the franchisee might raise.