If a provision of the Brain Balance agreement is deemed invalid, what happens to the remaining provisions?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
21.02. Each provision of this Agreement shall be considered severable and if for any reason any provision is deemed to be invalid or contrary to an existing or future law or regulation, it shall not impair the operation or affect the remaining provisions of this Agreement, which shall continue to be given full force and effect, and any invalid provision shall be deemed not to be a part of this Agreement. If any one or more provisions of this Agreement is found to be unreasonably restrictive by a court of competent jurisdiction, then such provisions shall be modified by the court so that they apply to the maximum extent permitted by law, and any such modification shall not affect the validity of any other provision contained in this Agreement. Notwithstanding the foregoing, if COMPANY determines that any such determination by a court adversely affects the basic consideration of the Agreement, COMPANY at its option, may terminate this Agreement.
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 contains a severability clause. This means that if any provision of the agreement is deemed invalid or contrary to existing or future laws or regulations, the remaining provisions of the agreement will still remain in full effect. The invalid provision will be considered as if it were not part of the agreement.
If a court finds any provision to be unreasonably restrictive, the court can modify the provision to apply to the maximum extent permitted by law. This modification will not affect the validity of any other provision in the agreement. However, if Brain Balance determines that the court's determination adversely affects the basic consideration of the agreement, Brain Balance has the option to terminate the agreement.
This clause is fairly standard in franchise agreements. It protects the overall contract from being invalidated due to a single problematic clause. However, the clause also gives Brain Balance the power to terminate the agreement if a court ruling significantly alters the agreement's fundamental terms, which could pose a risk to the franchisee.