Are the non-compete covenants in the Buildingstars franchise agreement considered severable and independent?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
The foregoing covenants shall be construed as severable and independent and shall be interpreted and applied consistent with the requirements of reasonableness and equity.
In the event a court of competent jurisdiction shall determine the business, time, or geographic limitations contained in this Agreement are illegal, invalid or unenforceable, then, the court so holding shall reduce the limitation necessary to render such restriction enforceable by such court. BUILDINGSTARS shall have the right to reduce the scope of any covenant contained in Sections IX and X, without FRANCHISEE'S consent, effective immediately upon receipt by FRANCHISEE of written notice thereof; and FRANCHISEE shall comply with any covenant as so modified. In addition to any other remedies available at law or equity, BUILDINGSTARS shall have the right to injunctive relief for a violation or threatened violation of the foregoing. FRANCHISEE acknowledges that the restrictions imposed in this Section are reasonable and their enforcement will not cause an undue burden upon FRANCHISEE'S ability to earn a livelihood.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the non-compete covenants within the franchise agreement are designed to be severable and independent. This means that if a court finds any part of the non-compete agreement to be unenforceable, the rest of the agreement will still remain in effect. This is a fairly standard practice in franchising, as it protects the franchisor's interests while ensuring that franchisees are not unduly restricted.
Buildingstars aims to restrict franchisee activities only to the extent necessary to protect its legitimate business interests. The agreement clarifies that franchisees are not restricted from providing janitorial/cleaning services to entities or persons who are not Buildingstars customers, provided they still adhere to their obligations under Section IX of the agreement. This clause attempts to balance the franchisor's need to protect its customer base with the franchisee's ability to earn a livelihood.
Furthermore, if a court determines that the business, time, or geographic limitations are illegal, invalid, or unenforceable, the court has the authority to reduce the limitation to render it enforceable. Buildingstars also retains the right to reduce the scope of any covenant in Sections IX and X with written notice to the franchisee. This flexibility allows Buildingstars to adapt the non-compete terms to specific situations and legal requirements, potentially avoiding broader disputes over enforceability. The franchisee must comply with any covenant as modified by Buildingstars. Buildingstars can also seek injunctive relief for violations or threatened violations of these covenants, and the franchisee acknowledges that the restrictions are reasonable and do not create an undue burden on their ability to earn a living.