Does the Bb.Q Chicken franchise agreement consider each covenant independent of other provisions?
Bb_Q_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
- 12.4 The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant in this Section 12 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final decision to which we are a party, you expressly agree to be bound by any lesser covenant subsumed within the terms of such 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 12.
- 12.5 You understand and acknowledge that we shall have the right, in our sole discretion, to reduce the scope of any covenant stated in Sections 12.1 and 12.2 or any portion thereof, without your consent, effective immediately upon receipt by you of written notice thereof, and you agree that you shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Section 16 hereof.
Source: Item 23 — RECEIPTS (FDD pages 62–283)
What This Means (2025 FDD)
According to the 2025 Bb.Q Chicken Franchise Disclosure Document, the franchise agreement specifies that each covenant within the agreement is to be interpreted as independent of any other covenant or provision. This is particularly emphasized in sections related to non-competition and confidentiality. This means that if one part of the agreement is found to be unenforceable, the rest of the agreement, and specifically other covenants, still remain in full effect.
This independence clause has significant implications for a Bb.Q Chicken franchisee. For example, if a franchisee were to challenge the enforceability of a non-compete clause and succeed, other obligations within the franchise agreement, such as those related to maintaining brand standards or payment obligations, would still be binding. This protects Bb.Q Chicken by ensuring that franchisees cannot invalidate the entire agreement based on a challenge to a single provision.
Furthermore, the agreement states that if a court finds any portion of a covenant unreasonable, the franchisee agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. Bb.Q Chicken also retains the right to reduce the scope of any covenant without the franchisee's consent, effective immediately upon written notice. This provides Bb.Q Chicken with flexibility in enforcing the agreement and adapting to specific situations while maintaining the overall integrity of the contractual relationship. Franchisees should be aware of these terms and seek legal counsel to fully understand their obligations and rights under the franchise agreement.