Are the covenants in Section 10 of the Black Bear Diner franchise agreement considered independent of each other?

According to the 2025 Black Bear Diner Franchise Disclosure Document, the covenants outlined in Section 10 of the franchise agreement are designed to be independent of each other. This means that each covenant stands on its own and is not contingent on the validity or enforceability of any other covenant or provision within the agreement.

This independence has significant implications for a Black Bear Diner franchisee. If a court finds any part of Section 10 to be unreasonable or unenforceable, the rest of the section remains in effect. Specifically, the document states that if any portion of a covenant is deemed unreasonable, it should be amended to allow for the maximum possible limitations on post-term competition as permitted by law. This ensures that Black Bear Diner retains as much protection as possible regarding non-competition, even if the original terms are adjusted.

This approach is fairly common in franchising, as it protects the franchisor's interests by ensuring that at least some form of non-compete agreement remains enforceable. A prospective franchisee should understand that even if certain restrictions seem overly broad, they could be modified by a court rather than being completely nullified, and the franchisee would still be bound by the amended terms.