According to the Belocal agreement, how are the covenants within the agreement construed?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
Each of the covenants herein 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 7. 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 and Principals 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 7.
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 stands alone and is not dependent on the validity or enforceability of any other covenant or provision within the agreement.
Additionally, Belocal's agreement states that if a court or agency deems any part of a covenant unreasonable or unenforceable, the franchisee (or covenantor) is still bound by a lesser covenant that imposes the maximum duty permitted by law. This ensures that even if a specific restriction is found to be too broad, the franchisee is still obligated to adhere to a more limited, but legally permissible, restriction.
This approach provides Belocal with flexibility in enforcing its covenants while also ensuring that franchisees are held to the maximum extent allowable by law. It also ensures that the entire agreement does not become invalid due to one unenforceable clause. This is a common practice in franchising to protect the franchisor's interests while remaining within legal boundaries.