How does the Belocal franchise agreement address the implied covenant of good faith and fair dealing?

According to Belocal's 2025 Franchise Disclosure Document, the franchise agreement addresses the implied covenant of good faith and fair dealing by stating that if applicable law implies such a covenant, it should not imply any rights or obligations inconsistent with a fair construction of the agreement's terms. The agreement grants Belocal the right to make decisions, take actions, and/or refrain from taking actions as long as they are consistent with the franchisee's rights and obligations as outlined in the agreement.

This means that while Belocal is expected to act in good faith, this expectation does not extend to actions that would contradict the explicit terms of the franchise agreement. Belocal retains the right to make decisions based on its judgment of its best interests and the best interests of its franchise network, even if those decisions are adverse to a franchisee's interests.

This clause aims to provide clarity and limit potential disputes by ensuring that the implied covenant of good faith does not override the specific terms and conditions agreed upon in the franchise agreement. Prospective franchisees should carefully review the entire agreement to understand their rights and obligations, as well as the scope of Belocal's decision-making authority.