What happens to an invalid provision in the Beverly Anns Cookie Franchise Owner Agreement?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
Covenant is held unreasonable or unenforceable by a court or agency having valid jurisdiction in a final decision to which we are a party, you agree to be bound by any lesser covenant subsumed within the terms of such Brand Covenant that imposes the maximum duty permitted by law, as if the resulting Brand Covenant were separately stated in and made a part of this Section. Accordingly, the parties agree that any reduction in scope or modification of any part of the non-competition provisions contained herein shall not render any other part unenforceable. You acknowledge and agree that: (i) the terms of this Franchise Agreement are reasonable both in time and in scope of geographic area; (ii) our use and enforcement of covenants similar to those described above with respect to other "Beverly Ann's Cookie Truck" franchisees benefits you and the Owners because it prevents others from unfairly competing with your Franchised Business; and (iii) you and the Owners have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Franchise Agreement. You hereby waive any right to challenge the terms of the Brand Covenants as being overly broad, unreasonable or otherwise unenforceable.
We have the right, in our sole discretion, to unilaterally reduce the scope of all or part of any Brand Covenant without your consent (before or after any dispute arises), effective when we give you written notice of this reduction and you agree to comply with any modifications to the Brand Covenants .
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to the 2025 Beverly Anns Cookie Franchise Disclosure Document, if a court deems any covenant within the Franchise Owner Agreement unreasonable or unenforceable, the franchisee agrees to adhere to a lesser covenant that imposes the maximum duty permitted by law. This modified covenant will be treated as if it were originally part of the agreement.
Beverly Anns Cookie retains the right to unilaterally reduce the scope of any covenant with written notice to the franchisee, and the franchisee must comply with these modifications. This ensures that even if a specific clause is challenged, the core intent of the agreement remains in effect to the fullest extent legally possible.
This clause is designed to protect Beverly Anns Cookie's interests by ensuring that franchisees are still bound by the maximum duty permissible, even if specific provisions are invalidated. For a potential franchisee, this means understanding that the non-compete and other restrictive covenants can be modified and enforced to the fullest legal extent, potentially impacting their future business activities should they leave the franchise system.