Does the Brain Balance franchise agreement specify that its provisions are severable?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
20.02. FRANCHISEE acknowledges that its franchise is one of a number of Brain Balance® Centers using COMPANY's service marks and style of conduct and that the failure on the part of FRANCHISEE to comply with any of the terms of this Agreement could cause irreparable damage to some or all of the other offices franchised or operated by COMPANY and to COMPANY's business. Therefore, and notwithstanding the provisions contained in Paragraph 20.01 above, FRANCHISEE agrees that upon the happening of any Non-Curable Default or Event of Default set forth in Section 17.01 or 17.02, or in the event of a threatened breach by FRANCHISEE of any of the terms of this Agreement, COMPANY shall have the immediate right to secure a court order enjoining any such default or threatened breach. If this Agreement shall have been terminated, FRANCHISEE may be enjoined from any continued operation of any Center franchised under this Agreement and/or the Franchised Business. This covenant shall be independent and severable and shall be enforceable notwithstanding any other rights or remedies that either party may have.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the franchise agreement includes a severability clause pertaining to the company's right to seek injunctive relief. Specifically, Paragraph 20.02 states that the covenant allowing Brain Balance to obtain a court order to prevent a franchisee's breach of the agreement is "independent and severable".
This means that if a court finds any other part of the franchise agreement to be unenforceable, this particular covenant remains in effect. This provision protects Brain Balance's ability to enforce the agreement and prevent damage to its brand and other franchisees, even if other parts of the agreement are challenged.
For a prospective franchisee, this clause highlights the importance of understanding all aspects of the franchise agreement, especially those related to compliance and potential breaches. While this specific clause relates to injunctive relief, it signals that Brain Balance intends for its agreement to be interpreted in a way that maximizes enforceability of its key provisions.