What duty are the shareholders or members of the Developer expressly agreeing to be bound by in the Bojangles agreement?

According to Bojangles's 2025 Franchise Disclosure Document, if a court finds any portion of the covenants in Paragraph X unreasonable or unenforceable, the Developer expressly agrees to be bound by any lesser covenant within the terms of the original covenant that imposes the maximum duty permitted by law. This agreement applies as if the resulting covenant were separately stated in and made part of Paragraph X.

This means that if a specific restriction, such as a non-compete clause, is deemed too broad or restrictive by a court, the Developer (and by extension, its shareholders or members) agrees to abide by a narrower, more reasonable restriction that still protects Bojangles's interests to the fullest extent legally possible. This ensures that some level of protection remains in place, even if the original terms are challenged.

For a prospective Bojangles developer, this clause highlights the importance of understanding the covenants and restrictions within the franchise agreement. While the initial terms are set, there is an understanding that these terms may be adjusted to comply with legal standards, and the developer is committed to adhering to the maximum legally permissible duty. This could impact the developer's future business activities, particularly after the agreement's termination, and should be carefully considered.

This type of clause is relatively common in franchise agreements, as franchisors seek to protect their brand and business model while also ensuring compliance with applicable laws. It is advisable for potential developers to seek legal counsel to fully understand the implications of these covenants and the potential for modifications.