According to the Belocal agreement, are the covenants construed as independent of each other?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
Miscellaneous
8. Covenantor agrees that:
(A) Each of the covenants herein contain reasonable limitations 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.
(B) Each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the covenants within the franchise agreement are designed to be independent of each other. This means that each covenant or promise made by the franchisee (referred to as the Covenantor) stands on its own and is enforceable separately.
This independence has significant implications for a prospective Belocal franchisee. If one particular covenant is found to be unreasonable or unenforceable by a court, it does not automatically invalidate the other covenants in the agreement. Instead, the remaining covenants continue to be in full force and effect. This provides Belocal with a greater degree of protection, as the franchisor can still enforce other parts of the agreement even if one part is successfully challenged.
Furthermore, if a covenant is deemed too broad, the franchisee agrees to be bound by a lesser covenant that imposes the maximum duty permitted by law. This ensures that the franchisee remains obligated to the fullest extent possible, even if the original covenant is modified by a court. This clause aims to provide Belocal with the broadest possible protection within legal limits, while ensuring the franchisee is still held accountable.
This approach is fairly common in franchising, as franchisors seek to protect their brand, trade secrets, and customer relationships. Franchisees should carefully review all covenants and understand their obligations, as each one is independently enforceable and can have significant consequences if breached.